A minute book is a compilation of important documents relating to a corporation and its history. The Canadian Business Corporations Act, Ontario Business Corporations Act, and the Canada Revenue Agency require that a minute book be properly maintained and made available for inspection upon request. A minute book is required to have, among other things, the following content:
- Articles of incorporation and any amendments thereto;
- By-laws of the corporation;
- A share registry, containing shareholder names, addresses, and details of owned shares;
- Shareholder agreements, if any;
- Minutes of directors’ and shareholders’ meetings;
- Director and shareholder resolutions;
- Records of important transactions;
- Directors’ and officers’ register;
- Share transfer register;
- A list of real estate owned by the corporation;
- Share certificates; and
- A copy of filed forms.
We highly recommend that a minute book be prepared immediately by a business lawyer upon incorporation and kept up to date to ensure compliance with Ontario and federal regulations. Our experience shows that creating a minute book after years of operation is often more expensive and time-consuming than maintaining one from the start.
When incorporating a business for you, our business law team will always include an up-to-date minute book that will contain all necessary documentation. We will also notify you on an annual basis when updates are required to be made to the minute book.
Disclaimer: The information contained in this article is not to be construed as legal advice. The content is drafted and published only for the purpose of providing the public with general information regarding various real estate and business law topics. For legal advice, please contact us.
About the Author:
Shahriar Jahanshahi is the founder and principal lawyer at Jahanshahi Law Firm with a practice focus on representing business star-ups and investors in the province of Ontario. For further information about Shahriar Jahanshahi, click here.