Company Minute Book

Keeping a minute book is a legal requirement for all Canadian corporations. Our team can help you to create and keep your corporate records up to date.

What is a minute book?

A minute book serves as the official record of the corporation’s activities and tracks key company details and business decisions. It is often referred to and requested during the due diligence process whether triggered by litigation, financing, audits, historical inquiry, transactions, and is usually reviewed by accountants, lawyers, banks, and other stakeholders when a transaction or filing involving the corporation occurs.
A corporation should maintain a minute book for the following reasons:
  • A well maintained corporate minute book prevents disputes as decisions and ownership percentages are well documented.
  • If you sell your business or attempt to raise money from investors, a minute book review will be conducted by counsel for any potential buyer or investor.
  • The corporation’s accountants and the Canada Revenue Agency may need to review your corporate records.

What documents make up a minute book?

Your minute book should document all material corporate transactions that affect and involve
the corporation, including its creation and records of share ownership. Any changes or updates
should be noted.
Here are some examples of the documents that would be included:
  • Articles/formation documents/amendments.
  • Bylaws.
  • Resolutions.
  • Shareholder ledger/share transfers.
  • Share certificates.
  • Shareholders agreement.
  • Meeting minutes.
  • Notices and Resignation.
  • Annual report filings.
  • Income tax returns/sales and use tax filings.
  • Individuals with Significant Control Register, etc.

Customized Minute Book

Typically, many online-generated minute books do not include a full set of documents required for compliance with legislation. Moreover, such minute book documents are not necessarily tailored to your individual circumstances. As a result, you need to obtain a professional advice to ensure that your corporate documentation meets your business needs.
Our team can provide a standard set of minute book documents for your corporation or can prepare a customized set of documents that meet your specific business purposes. This could help reduce unnecessary costs down the line i.e. the cost to review, rectify and prepare the corporation’s missing minute book documents after a self-incorporation.

Minute Book Review and Rectification

A failure to maintain a complete set of minute book documents can result in administrative penalties and can have other practical repercussions when attempting to make use of the corporation in any transaction.
Our team also help client to identify and understand any missing minute book documents which would be necessary before the corporation can be considered “ready” for sharing with banks, accountants, investors, and other stakeholders. Such a process typically involves a minute book rectification. Whether you minute book can be rectified typically depends on how much time has passed since the company was originally incorporated and transactions that took place in the interim.
If you are involved in corporate transactions that require a detailed minute book review, Astrum Consulting is ready to help answer any questions you have may and ensure your are compliant with the legislative requirements.

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