What Is a Minute Book and Why Does Your Corporation Need One?

A minute book is a compilation of some of the most important legal documents about your company’s history. Traditionally, most of these documents were stored in a physical book (hence the name), but now many have moved to digital formats to improve security and transparency.

The records typically included in a minute book are:

  • Articles of incorporation
  • By-laws and amendments
  • Shareholder meeting minutes & resolutions
  • Board of director’s register
  • Officer’s register
  • Shareholder’s register
  • Filed notices including:
    • Change of registered office address
    • Changes regarding directors
    • Shareholder agreements
    • Dividends paid to owners
    • Management fees or bonuses

All corporations are required by law to keep certain records for tax and legal compliance purposes – a minute book facilitates efficient record keeping and compliance with laws.

Certain circumstances in which your corporation might be required to provide these documents include:

  • A CRA audit
  • A consultation with a tax specialist
  • A transfer of ownership in the company
  • A sale of the company
  • A real estate transaction
  • Amendments to articles of incorporation
  • Obtaining loans or financing

Ensuring these documents are in order and up to date can help you avoid costly fines, higher taxes, and expensive delays during corporate transactions or financing. It can also help you prevent disputes among shareholders.

Setting up a minute book or conducting a review to ensure yours is in compliance requires expertise. Our business lawyers can help. Contact us today.