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What is a minute book?

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:

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.

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Section  Sample Documents

  1. Certificate of Incorporation
  2. Articles of Incorporation
  3. Corporate Data Company overview
  4. Notice Concerning Board of Directors  
  5. Notice of Address of the Head Office  
  6. By-laws By-laws passed by the company
  7. Resolutions/Minutes Resolutions made and Minutes of meetings
  8. Directors Director register
  9. Shareholders Shareholder Register
  10. Transfers Share transfer register
  11. Shareholders Agreements  Contracts between shareholders
  12. Share Certificates Share certificates issued by the company