A minute book is used to fulfill the record keeping requirements of the Canada Business Corporations Act (R.S.C., 1985, c. C-44) (CBCA). If your corporation is an Ontario Corporation, meaning it is incorporated under the Business Corporations Act, R.S.O. 1990, c. B.16 (“OBCA”), an OBCA version of this articles can be found here. In addition to being required by legislation, a corporation should maintain a minute book for the following reasons:

• A well-maintained corporate minute book prevents disputes as decisions and ownership percentages are well documented
• The corporation’s accountants and the Canada Revenue Agency may need to review your corporate records.

Preparing for Financing or the Sale of a Business

The most common reason business owners are working to update or recreate a Corporation’s minute book is that they are hoping to sell their business or raise funds from investors. If you sell your business or attempt to raise money from investors, a minute book review will be conducted by counsel for any potential buyer or investor. More information about selling your business can be found here. We have also developed a calculator which attempts to give you an estimate of the legal fees you might incur when selling a business in Ontario or Canada which can be accessed here.

What is a Corporate Minute book?

A minute book is a loose-leaf binder 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. These records are usually stored in a physical binder. The CBCA does not preclude it these records from being electronic.

What should be in a Corporate Minute Book?

Collecting all documents at your disposal is the first thing the Corporation’s Directors can do when attempting to fix a minute book. Once all the documents are collected, the deficiencies can be examined. When helping clients prepare a corporate minute book, I set up the following electronic folders with the following contents. The Corporation’s Directors should collect the documents for every folder. Should they not be able to locate them, the Corporation’s Directors should collect all documents that can provide evidence of the category, such as emails or notes.

1. Corporate Articles
   • This includes articles of incorporation, articles of amendment (if any), including amended articles of incorporation or restated articles of incorporation. The Articles of Incorporation are a legal document submitted to Provincial or federal government which establishes a business within Canada. If they cannot be located, a copy can be obtained from Corporations Canada for Federal Corporation.
2. Corporate By-laws
   • This includes by-laws and their amendments. By-laws are rules that govern the internal operations of a corporation. The federal government provides some model By-laws for companies.
3. Directors Register
   • This is a document that lists the Name of a Director, their residential address, whether they are a Canadian resident, the date they became a director and if applicable the date they ceased to be a director. A sample Directors Register Template is available for download. Directors Register Template
4. Forms Filed
   • Forms filed are all the documents that have be filed with government entities (Corporations Canada or Ontario’s Government and Consumer Services). These can be ordered from Corporations Canada for Federal Corporations. For example, these forms include:
     • CBCA Form 2 – Initial Registered Office Address and First Board of Directors
     • CBCA Form 3 – Change of Registered Office Address
     • CBCA Form 6 – Changes Regarding Directors
     • CBCA Form 22 – Annual Return
     • Form 4 – Application for Termination of Extra-Provincial License
5. Notices and Resignation
   • Notices sent out for all Director and Shareholder meetings. Any director change in address or Director Resignation.
6. Officers Register
   • This is a document that lists the Name of an Officer, their residential address, the date they became an Officer and if applicable the date they ceased to be an Officer. Some typical officers of a Corporation are President, Vice-President, Treasurer and Secretary. A sample Officers Register Template is available for download. Officers Register Template
7. Resolutions and Minutes
   • These include all Director Resolutions, Shareholder Resolutions, Minutes of a Directors Meeting, and Minutes of a Shareholders Meeting. This would also include consent to act as Director.
8. Share Certificates
   • Typically, a share certificate will have a certificate part and a stub part. The Certificate should remain with the holder and stub part should remain in the corporate minute book. The stub part should list all the information on the share certificate.
9. Shareholders Ledger
   • A Shareholder Leger lists the holdings of each specific shareholders. For each shareholder, a ledger would be created listing the date they received shares, the certificate number, the transfer number, to or form whom the shares were transferred, the number of shares sold or purchased and the balance of shares that they have. A sample Shareholders Ledger Template is available for download. Shareholders Ledger Template
10.  Shareholder Register
    • A Shareholder register shows the names and addresses of all shareholders, and details of shares held. A sample Shareholder Register Template is available for download. Shareholder Register Template
11.  Transfers Register
    • A Transfer Register details the transfer number, the date the transfer occurred, the certificate number, the number of shares transferred, to and from whom the shares were transferred from, and the number of shares transferred. A sample Transfers Register Template is available for download. Transfers Register Template
12.  Debt Obligations Ledger
    • A record of all debt obligations should be kept. If a corporation is an OBCA company, a Register of interests in land in Ontario should also be kept in the corporate minute book. A sample Debt Obligation is available for download. Debt Obligation Ledger Template
13. Shareholder Agreement
    • A complete shareholder agreement is a document that specifies the rights and regulations of shareholders in a corporation. If one exists, it should be included in the minute book.
14.  Individuals with Significant Control Register
    • For Canada (CBCA) Corporations, a register of individuals with significant control needs to be maintained. This register is a document that contains information about individuals with significant control. More information on this new requirement can be found in the video below. Individuals with Significant Control Register Template

Once the above documents have been collected, obtained, updated, or created, a corporate profile report should be ordered. For Canadian Corporations, the Corporate Profile is public and free of charge. It can be accessed at this link.

Conclusion

As a Director of a Corporation, you are responsible for ensuring a corporate minute book is maintained. Pawlina Law is ready to help answer any questions you have may and ensure you are compliant with the CBCA. Please do not hesitate to contact us.