What is a Minute Book?

A corporate minute book is simply a collection of all company records, such as the articles of incorporation, that are accessible to the corporation’s shareholders and creditors. A minute book can be a real binder holding all of the needed documents, or it can be kept online for convenient distribution.


What is included in a corporate minute book?

A company must keep records that may be examined by shareholders and creditors upon request. The following are the documents that are required:

  • Articles of amendment
  • Bylaws and amendments
  • Unanimous shareholder agreements
  • Minutes of meetings and shareholder resolutions
  • Notices filed
  • A share register with shareholder names and addresses and details of the shares held
  • A securities register

Although it may appear to be a lot, we will give you all of the necessary corporation formation paperwork. These are some of them: 

  • First Directors Resolution
  • Director Consent(s)
  • First Shareholders Resolution
  • Notice(s) of Issuance
  • Subscription for Shares
  • Securities Register
  • Directors Register
  • Officers Register
  • Shareholders Ledger
  • Bylaws


What are the advantages of maintaining a minute book? 

You can keep track of all of your critical business papers in one place if you keep an up-to-date corporate minute book. If you decide to sell your company, you will be able to easily disclose your records to shareholders, creditors, or possible purchasers.


How to maintain the accuracy of your minute book?

Corporations are required to retain specific records not just by provincial and federal law, but also by law to keep them up to date. When a company is formed, an annual shareholder meeting must be convened and documented in the corporate minute book, regardless of how big or small the company is.

Failure to convene an annual meeting or follow corporate record-keeping rules can result in government penalties, tax difficulties, and interruption of the company’s daily operations.


Changing the directors of a corporation

Corporations Canada requires corporations to notify them within 15 days of the election of new directors or the resignation of existing directors. Any changes to your directors’ addresses must be reported to Corporations Canada within 15 days. This might be a home or a business address.

People who are interested in becoming stakeholders in your company should have access to your present directors (and their contact information) on a frequent basis.

It’s also worth noting that if your corporation’s number of directors changes, you’ll need to modify your articles (and pay the filing fee) to reflect the change. A minimum of 25% of the directors of your company must be Canadian residents.


Amending Articles

All modifications to your formal articles of incorporation must be preserved in your corporate minute book with the rest of your documents. These adjustments might include:

  • Change in the business name
  • Change in location of operations
  • Change in number of directors
  • Change in restrictions on share transfers
  • Change in restrictions on business the corporation can conduct
  • Creating or removing classes of shares
  • Modifying classes of shares
  • Increasing or reducing capital (if set out in articles of incorporation)
  • Change of any other provisions in the articles

The major advantage of incorporating your firm over a sole proprietorship or partnership form is that it separates you as an individual. This means that the company’s owner(s) cannot be held legally liable for any debts incurred during normal business operations.

If you gave personal guarantees to get finance for your firm, your personal assets might be confiscated if you can’t pay back your obligations. Because shareholders are protected, businesses with limited liability may be able to make riskier business decisions.

Another advantage of incorporating your company is that it is easier to transfer ownership than it is with a sole proprietorship or partnership. An incorporated business will also benefit from a reduced tax rate and fewer tax limitations.

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