What’s a Minute Book?

A minute book is a record of a corporation’s activities. Traditionally, these records are kept in a binder and contain important corporate documents such as:

–     articles of incorporation
–     documents relating to tax filings
–     minutes of meetings
–     share certificates
–     corporate by-laws

Although traditionally kept in a binder, changing times and the COVID-19 pandemic have convinced corporations and their legal representatives to begin maintaining these records virtually in secured online folders.

Do I really need a Minute Book?

By law, every corporation in Canada has a legal obligation to maintain corporate records under various federal and provincial corporate legislations, including Canada Business Corporations Act (R.S.C., 1985, c. C-44) (for Canadian Corporations) and Business Corporations Act, R.S.O. 1990, c. B.16 (for Ontario Corporations).

Corporations must ensure that a minute book is kept up to date in accordance with the above-noted legislations. Apart from being mandated by legislation, minute books are also helpful or required in the following circumstances:

–     During an audit by the Canada Revenue Agency, a copy of a corporation’s minute book may be requested.

–     In the process for approval of a bank loan, a bank may require a copy of the corporation’s minute book to be provided prior to funding.

–     Maintaining a minute book aids in appropriate corporate structuring and record keeping, and thereby helping to prevent disputes between stakeholders of a corporation.

I’m the only shareholder and sole director for my corporation, I don’t need to maintain a minute book, right?

Requirements to maintain corporate records and/or a minute book are applicable to most corporations registered in Canada, even if a particular corporation has a sole shareholder and/or stakeholder. Maintaining such records as a sole shareholder will assist in the event of an audit by the Canada Revenue Agency, bank loan approvals, and mergers and acquisitions with other corporations and shareholders. Further, maintaining these records will be useful in the event a sole shareholder decides to sell his or her corporation – potential buyers may request to review the minute book of the corporation to determine its standing.

Keeping a minute book and maintaining your records is a tedious but necessary task. Falcon Law PC is here to help you with all of your incorporation and minute book related needs. Contact us today to get started! We can be reached at info@falconlawyers.ca or 1-877-892-7778.

By: Jotii Kang
October 01, 2021

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