Minute Books

1. What is a minute book?
2. Why do I need a minute book?
3. Which documents should I insert into my minute book?
4. What kind of minute book services do you provide?
5. How much does your minute book cost?

Q: 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.

Q: 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

Companies Incorporated in Quebec - The Quebec Companies Act requires each company to keep a Corporate Minutes Book at its head office. This book must contain the:

  • articles
  • bylaws
  • minutes of directors and shareholders meetings and resolutions
  • names and addresses of the directors, the date they started and the day they ceased their Directorship of the company
  • details of the issue, allocation and transfer of shares as well as the names of the shareholders

Companies Incorporated in Ontario - The Ontario Business Corporations Act does not mandate a company to keep a Corporate Minutes Book. However, we recommend that businesses do so for the reasons mentioned above.

Q: 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.

Section   Sample Documents
Certificate of Incorporation   Articles of Incorporation
Corporate Data   Company overview
Notice Concerning Board of Directors   Déclaration initiale - Déclaration d'immatriculation (Québec), Form 6 (Federal)
Notice of Address of the Head Office   Avis établissant l'adresse du siège (Québec), Form 3 (Federal)
By-laws   By-laws passed by the company
Resolutions/Minutes   Resolutions made and Minutes of meetings
Directors   Director register
Shareholders   Shareholder Register
Transfers   Share transfer register
Shareholders Agreements   Contracts between shareholders
Share Certificates   Share certificates issued by the company

Q: What kind of minute book services do you provide?

Basic, Premium or Deluxe - We provide a fully completed minute book in three variations; a basic black vinyl binder, a Premium version or a Deluxe version. All minute books have the same content, it is the cover and accessories which differ.

Hard Copy - We provide a hard copy minute book which we complete on your behalf with the relevant by-laws, resolutions and registers, as at time of incorporation. All subsequent entries into the minute book are your responsibility. Our deluxe version comes with brass nameplate on the spine of the minute book binder with your company name, as well as a protective slipcase to further ensure the safekeeping of your minute book documents.

Q: How much does your minute book cost?

Our fee is $130 for a Basic minute book, $155 for a Premium minute book, and $185 for the deluxe minute book. There are also other options which can be included with your minute book, such as a corporate seal and/or additional share certificates. Please note that taxes and shipping are extra, however you will save on shipping charges if you purchase the minute book along with your incorporation. Should your minute book be returned to our offices undeliverable we will require additional postage payment to send the item out again. Minimum charge of $19.95 plus taxes for returned parcels.

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