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Minute book

Minute book service

Basic Corporate Service starting at $400 + HST / year 

Recommended for company management who prefer to draft their own documents & fillings

  • Corporate minute book stored at our office
  • Annual reminder to provide corporate updates
  • Update shareholder ledgers and registers
  • Scanning all contents to create a back-up
  • Unlimited request for information or copies of documents

What is a minute book?

A minute book is used to store all important corporate documents such as the articles of incorporation, financial statements, minutes of shareholders meetings, stock certificates, tax filings, by-laws and other legal documents.

An initial setup of your company documents are required and then updates are usually done on an annual basis. There are laws and regulations regarding what must be documented and filed. If the documents stored in you minute book are not maintained properly your company risks being dissolved for non-compliance of the laws. 

How does the service work?

Our legal partner provides the service to help keep your company organized, up to date and compliant with business regulations. We have used this service ourselves for more than five years and appreciate the time saving and peace of mind outsourcing our minute book provides. We highly recommend starting your company off on the right foot by setting up and maintaining your minute book as soon as you incorporate.

minute book FAQ

What is a minute book?

A minute book is used to store all important corporate documents such as articles of incorporation, the minutes of shareholders and directors meetings, stock certificates, tax filings, by-laws and other legal documents. It is a legal requirement to maintain a minute book.

Why does my new business need a Minute Book?

If your company is ever audited by the government they may request your legal documents. If you are able to present an up to date minute book with all the paperwork in order it helps make a good first impression.

A bank may request to confirm the structure of your company before agreeing to loan money as well as see the by-laws in order to determine what authority the directors and officers have to borrow money.

Government granting agencies may request to prove the percentage of ownership in your company. If you cannot provide proof of the percentage of ownership you will not be approved for the grant. If you are thinking of applying for government grants having an update minute book is essential.

If your company plans to make large capital purchases like a vehicle or equipment the supplier may request to see the minute book before agreeing to the purchase.

If you are considering raising money potential investors will review your corporate records as part of the due diligence cycle to validate all outstanding share certificates of your business. The corporate minute book has to assure potential investors that your documentation is in order and that all of the share certificates have been accounted for.

If you wish to sell your company you will definitely need to show the buyer that you have documented all share transactions from the date of incorporation to the point of sale. The minute book keeps a record of all your share transactions.

    When do you need to start a minute book?

    When a new company is incorporated there is a three step process: (1) obtaining a Certificate of Incorporation, (2) setting up a minute book and, in some cases, (3) filing an Initial Return.

    What are the contents of a minute book?

    First Directors Resolutions – The individuals who agreed to be the first directors on the articles of incorporation have a legal obligation to approve certain things right after incorporation including:

    General Operating By-law – A by-law is a list of rules.

    • Appointing the officer
    • Allotting shares and confirming the amount paid for those shares
    • Enacting the general operating by-law
    • Once the first director has approved these matters he can then resign if he wishes or he can continue as a director of the company.

    First Shareholders Meetings – There cannot be a first shareholders meeting until the shares have been allotted. As indicated above the first directors allot the shares to the shareholders. A shareholder (owner of a company) does not have to be a director and a director does not have to be a shareholder, however, frequently the owners of a company also wish to manage the company so they will be both a shareholder and a director. Some of the items approved at the first shareholders meeting are:

    • Determine how many directors there will be
    • Appoint the Auditor or the Accountant
    • Accept any resignations of the first directors and confirms the appointment of all directors

    Consent to Act of directors – Directors need to consent to act as directors and this consent must be signed and inserted into the minute book of the company. This ensures that a director is not elected to the board of directors and his name is not put on the public record without his or her consent.

    Exemption from Appointment of an Auditor – Most private companies are NOT required to have audited books. However, in many cases the statute governing the Canadian company will require that the shareholders approve an audit not being performed.

    Registers – All statutes have a requirement that registers be prepared for a company. The registers you will find in a minute book are:

    • Directors Register – lists the dates of appointment and resignation of each of the directors and their addresses
    • Officer Register – lists the dates of appointment and resignation of each of the officers, the positions they hold in the company (i.e. President, Secretary, Vice-President) and their addresses
    • Shareholder Register – lists all of the individuals or companies that hold shares in the company, the number of shares they own and the date they received those shares. It also records when shares are returned to the company or transferred to other individuals or companies
      Shareholder Ledgers – Each shareholder will have a ledger showing the date upon which he or it received shares, how many shares were allotted and the reason why those shares were allotted. It will also show when those shares are transferred to others, if applicable.

    Forms – All companies must file returns with the particular Canadian government under which they are incorporated. When changes to directors and officers occur the government will expect you to provide them with an amended form showing all current addresses. This section of the minute book contains a record of all filings made to the government. It does not typically contain tax returns but you can store any documents you wish in a minute book.

    Share Certificates – Every shareholder has a right to a share certificate. The certificates are evidence ownership. If you have not set up a minute book for your company you will not have any proof of ownership. NOTE: a good friend of mine who has started and sold many companies indicated a major road block to getting a deal done can be collecting all of the share certificates. You may want to keep ALL original share certificates in your minute book and provide shareholders with a notarized copy.

    How do you setup a minute book?

    When a new company is incorporated there are two possibly three several steps involved:

    1. Obtaining a Certificate of Incorporation,
    2. Setting up a minute book and,
    3. Possibly in some cases, filing an Initial Return.

    The very first documents that are included in the minute book:

    By-laws – By-laws are a list of rules for your company.

    • All companies must establish and document operating by-laws which are enacted by the directors and confirmed by the shareholders.

    First Directors Resolutions – the first directors on the articles of incorporation are obligated to approve certain things right after incorporation including:

    1. Appointing the officers
    2. Allotting shares and confirming the amount paid for those shares
    3. Enacting the general operating by-law

    First Shareholders Meetings – Some of the items approved at the first shareholders meeting are:

    1. Determine how many directors there will be,
    2. Appoint the Auditor or the Accountant,
    3. Accept any resignations of the first directors and confirms the appointment of all directors

    Consent to Act of directors – Directors need to consent to act as directors and this consent must be signed and inserted into the minute book of the company.

    Exemption from Appointment of an Auditor – most private companies are not required to have audited books.

    Registers – Some of the registers you will find in a minute book are:

    • Directors Register
    • Officer Register
    • Shareholder Register
    • Shareholder Ledgers.
    How do you maintain a minute book?

    At a minimum you need to have a shareholder meeting and document the following;

    Directors Resolutions

    • Update and review financial statements for the year ended.
    • Appointment of Officers

    Shareholders Resolutions

    • Review and accept the financial statements
    • Election of Directors
    • Dispensing with appointment of Auditor
    • Appointment of Accountant

    Acknowledgement and Waiver

    • Regarding financial statements and auditor

    Our legal partners minute book service takes care of minute book maintenance!

    How do I get started?