Corporate Minute Book
A minute book is used to store all important corporate documents such as the articles of incorporation, minutes of meetings, stock certificates, tax filings, by-laws, and other legal records. For ease of management and security, it's vital that these documents are kept in a single, easily accessible location.
Why is a Minute Book Necessary?
It's essential to keep a history of all important decisions to demonstrate that the company is acting as a proper corporation. If you plan to sell your company, the buyer's lawyer will ask to see the minute book. In a dispute, the minutes act as an official record of events. Your accountant will also require the minute book to prepare financial statements.
While not legally compelled, the Canada Business Corporations Act (CBCA) requires federally incorporated companies to keep certain records at their registered office, including articles, by-laws, minutes of meetings, director notices, and a share register.
What Goes in a Minute Book?
A minute book is typically divided into sections. Here are some examples of documents for each section:
- Certificate & Articles of Incorporation
- Corporate Data: Company overview, notices of directors and head office address.
- By-laws: All by-laws passed by the company.
- Resolutions/Minutes: Records of all resolutions and meeting minutes.
- Directors Register
- Shareholders Register
- Share Transfer Register
- Shareholder Agreements
- Share Certificates