A corporate minute book is a permanent and detailed record of your corporation’s rules, activities and decisions. Notably, it is used as a vehicle for the organization and storage of all your corporation’s documents. Typically, the corporate minute book is accessible at the head office of the Corporation or at the Corporation’s lawyer or notary’s office.

Yes, you do. Often times, most entrepreneurs feel that purchasing and/or creating a minute book at the start of their business is both a waste of time and money. However, having a proper minute book from the start of your business that is regularly updated can be vital to the success of your business.

First and foremost, both the Quebec laws and Canadian federal laws require businesses to maintain, at their head office, a proper book of records. The laws not only require that you have a corporate minute book but also that this book is properly updated reflecting the changes made in the business.

Secondly, once your business grows, several events can happen that will require an up to date minute book, namely and not exhaustively:

• Visiting a Professional (ex. accountant, lawyer or notary)
• Selling Your Business
• Joint Venture
• Government Audit
• Securing Funding

In all these cases, the business or person whom you will be transacting with will ask to see a copy of your minute book. Therefore, it is important to have your book consistently up to date to ensure that you do not lose out on a potential deal due to disorganization.

A minute book is a permanent and detailed record of your corporation’s rules, activities and decisions. It will contain the following:

• Articles of Incorporation
• By-Laws of the Corporation
• Resolutions of Corporate Minutes and Meetings
• List of the Board of Director Members
• List of the officers of the Corporation
• List of the Shareholders
• Securities Registry
• Share Certificates
• List of the significant positions of the Corporation and who has the authority to act in the name of the corporation

The Articles of Incorporation are the legal documents submitted to the Provincial and or Federal Enterprise Registries that include the following:

• The Name of the Corporation and the “other versions” of the name
• The full registered head office address of the Corporation
• The number of directors in the Corporation
• The full names and addresses of the board of directors
• The full names and addresses of the shareholders
• The description of the share capital (ex. share class, voting rights…etc.)
• Restrictions on the transfer of securities or shares
• Limits on the activities of the corporation
• Other provisions
• Full name and signature of the founders of the business

The initial resolutions in the minute book are essential. They are comprised of a set of initial resolutions approved by the Board of Directors and a second set specifically for the shareholders.

In the first Board of Directors Resolutions, the members of the board directors will:

• Accept the Articles of Incorporation
• Adopt the Book of Records of the Corporation
• Adopt the General By-laws
• Confirm the head office of the corporation along with the judicial district
• Accept the share subscriptions by the shareholders
• Issue the share certificates to the shareholders
• Adopt a financial year end
• Adopt a banking resolution
• Appoint the Officers of the Corporation and their significant position (ex. President, Vice-President, Treasurer, Secretary)

In the first Board of Directors Resolutions, the shareholders will:

• Ratify the By-Laws of the Corporation
• Elect the Board of Directors
• Appoint an Auditor for the Corporation
• Appoint an Accountant for the Corporation

A corporate minute book will include the following ledgers and registries:

1. Directors’ Ledger: This is a list of the members of the board of directors. It includes the date they were appointment and the date they ceased their activities on the board.
2. Officers’ Ledger: This is a list of the members of the officers of the corporation. It includes the date they were appointment and the date they ceased their activities on the board.
3. Shareholders’ Ledger: This is a list of the members of the officers of the corporation. It includes the date they were issued shares and the date they no longer were shareholders in the corporation.
4. Securities Registry:  The minute book will include a shareholder Ledger which will stipulate how many shares each share holder has, the class of that shares and the amount paid per share.Example: Lisa Joli, Class A, 100 Shares

After the initial corporation organizational documents are complete and inputted in your corporation’s minute book, it is essential to frequently update your minute book should any changes be made in the organization or in its structure. Some of the changes which will require evidence in the minute book are, namely and not exhaustively:

1. A New By-Law is Enacted
2. Amendment to your articles of incorporation
3. Approval of the yearly financial statements by the Board of Directors and Shareholders
4. Change of Address
5. Change of Directors
6. Change of Officers
7. Change of Shareholders
8. Accounting, audit and bonus decisions
9. Declaration of a dividend in cash or shares
10. New Shareholder Subscription
11. Emission of New Share Certificates
12. Resolutions to Appoint a Representative
13. Changes to the legal organization
14. Change of Name
15. Shareholder Agreement is enacted or modified
16. Share Transactions (ex. share transfers, share redemptions…etc.)
17. New Class of Shares is created
18. Transmission of shares upon death or will
19. Resolution for the sale of company assets for cash or sale of company shares for cash
20. Amalgamation of the Corporation
21. Revival of the Corporation
22. Dissolution of the Corporation
23. Liquidation of the Corporation

The above-mentioned list is non exhaustive but includes the large majority of resolutions and decisions that you will find inside of a corporation’s minute book once the corporation begins doing business.

Whenever one of these decisions occurs in a corporation, it is pivotal for the corporation to issue the appropriate resolutions and/or other necessary documents to evidence the decision and input the whole into the corporation’s minute book.

In most cases, if you incorporate your company with a lawyer or notary, they will most likely provide you with a minute book. Additionally, most law firms also offer a corporate maintenance yearly service to ensure that your minute book is properly up to date every year. If you would like us to help, you can contact us here.

If, however, you constituted the company yourself and have yet to create a minute book, you can contact a lawyer or notary to help you establish the legal paper trail of your business and create a minute book to evidence same. If you would like us to help, you can contact us here.

If you want more information on minute books, you can visit our corporate maintenance page or corporate resolutions page. If you are looking to incorporate a business and would like a minute book from the get-go, you can visit our business incorporation page.