A minute book contains all the essential documents related to your corporation and can be stored either in a physical binder or electronically. Corporations are required to maintain an up-to-date minute book, regardless of their size or they are incorporated in Ontario (under the Ontario Business Corporations Act, the “OBCA”) or Canada (under the Canada Business Corporations Act, the “CBCA”).

What is Included?

A corporation’s minute book must include the following documents:

1. Articles of Incorporation and any amendments;
2. By-laws;
3. Official forms filed;
4. Minutes of meetings and resolutions of directors and shareholders;
5. Shareholders’ agreement (if any);
6. Securities registers;
7. Directors and officers registers;
8. Register of individuals with significant control; and
9. Other official records.

Benefits of Keeping a Minute Book

Maintaining an up-to-date minute book is a legal requirement under both the OBCA and CBCA, but it also offers numerous benefits. Several benefits include:

• Legal Compliance: ensures the business complies with applicable corporate laws;
• Historical Record: keeps all important corporate documents in one organized location;
• Transparency: encourages openness and accountability by allowing shareholders to review the decision-making process;
• Facilitates Due Diligence: simplifies the process of providing corporate records to shareholders, creditors, or prospective purchasers and investors upon request;
• Risk Mitigation: maintains a documented trail of all corporate actions;
• Facilitates Audits: helps minimize discrepancies during reviews by governmental authorities, such as the Canada Revenue Agency, by ensuring records are organized and up-to-date.

To learn more about the requirements for your business’s minute book, please reach out to Momentum Law LLP at +1 (416) 594-0791 or email at info@momentumlaw.ca.