A Minutebook is used to store all important corporate documents such as the articles of incorporation, the minutes of shareholders and directors meetings, stock certificates, tax filings, by-laws and other legal documents. The Minutebook is often used as a journal for the minutes of meetings and is a repository of the legal and accounting information of the formal organization of a corporation and its activities.
Benefits – A formal repository to provide access of the legal and formal organizational information of a corporation, thereby providing easy access of important and required information at the fingertips of the management of the corporation. While, efficiency and security, is vital it is also vital that these important corporate documents are kept in a single location, so that it can be easily consulted when the need arises.
Often taxing authorities ask to examine the Corporation’s Minutebook as part of their Audit procedures to verify officers, directors, shareholders and the business activities including but not limited to resolution and meetings of the shareholders annually and from time to time.
Why does one need a Minutebook?
It is essential to keep a history of all important decisions that are made in the company and to demonstrate that the company is acting as a corporation. For example, if you want to sell your company in the future, the buyer’s lawyer will normally ask to see a copy of the Minutebook. Also, if there is a dispute about a company matter, the minutes can act as an official record of events. Your accountant will require your Minutebook to prepare your financial statements.
Companies Incorporated Federally – The Canada Business Corporations Act (CBCA) does not legally compel companies to keep a minute book. However, the CBCA does requires that certain corporate records be lodged at the company’s registered office or elsewhere in Canada as laid down in the by-laws. The shareholders and creditors of the company may view these records on request. These records are the:
- articles, by-laws and a copy of any unanimous shareholder agreements
- minutes of meetings and resolutions of shareholders
- copies of Form 6 – Notice of Directors or Notice of Change of Directors
that have been filed
- share register showing the names and addresses of all shareholders
and details of shares held
Companies Incorporated in Quebec – The Quebec Companies Act requires each company to keep a Corporate Minutes Book at its head office. This book must contain the:
- minutes of directors and shareholders’ meetings and resolutions
- names and addresses of the directors, the date they started and the day they ceased their Directorship of the company
- details of the issue, allocation and transfer of shares as well as the names of the shareholders
Companies Incorporated in Ontario – The Ontario Business Corporations Act does not mandate a company to keep a Corporate Minutebook. However, we recommend that businesses do so for the reasons mentioned above. But the CRA has it on its’ checklist of items to be reviewed, as it is your formal proof of business activities and actions taken as it acts as a journal or can be used as proof of timely activity haven happened.
Which documents should be retained in a Minutebook?
The minute book is divided into the following sections and an accompanying list of sample documents for each section is given as an example.
|Certificate of Incorporation||Articles of Incorporation|
|Corporate Data||Number of Employees|
|Notice Concerning Board of Directors||Déclaration initiale – Déclaration d’immatriculation (Québec), Form 6 (Federal), and Form 1 (Ontario)|
|Notice of Address of the Head Office||Avis établissant l’adresse du siège (Québec), Form 3 (Federal) and Form 1 (Ontario)|
|By-laws||By-laws passed by the company|
|Resolutions/Minutes||Resolutions made and Minutes of meetings|
|Directors||Letters of appointment of Directors|
|Shareholders Agreements||Contracts between shareholders|
|Share Certificates||Share certificates issued by the company|
How much does a Minutebook cost?
Expect the fee to be about $100 for minute book (with the development of an incorporation) or more on its own. Please note that taxes and shipping are sometimes extra.