Definition - A minute book 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.
Benefits - For ease of management, efficiency and security, it is vital that these important corporate documents are kept in a single location, so that it can be easily consulted when the need arises.
Why do I need a minute book?
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 minute book. 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 minute book 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
Which documents should I insert into my minute book?
The minute book is divided into the following sections and an accompanying list of sample documents for each section is given as an example.