A minute book is used to fulfill the record keeping requirements of the Business Corporations Act, R.S.O. 1990, c. B.16 (“OBCA”). If your corporation is a Canada Corporation, meaning it is incorporated under the Canada Business Corporations Act (R.S.C., 1985, c. C-44) (CBCA), a CBCA version of this articles can be found here. In additional 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 OBCA specifically states that these records can be 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 the Ministry of Government and Consumer Services for Ontario Corporations.
2. Corporate By-laws
   • This include 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 which can be amended for use with Ontario 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
   • You need to complete an annual return every year for your Ontario Corporation. You should keep the filed return in the minute book together with the Company Key. 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 the Ministry of Government and Consumer Services for Ontario Corporations. For example, these forms include:
     • OBCA Form 1 – Initial Return / Notice of Change by an Ontario Corporation
     • OBCA Form 3 – Extra-Provincial Corporations Act
     • Form 4 – Application for Termination of Extra-Provincial Licence
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 shareholder. For each shareholder, a ledger would be created listing the date they received shares, the certificate number, the transfer number, to or from 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. Ontario Real Property Register
    • For Ontario (OBCA) Corporations, a Real Property Register must be maintained. This register is required to identify each property and show the date on which the corporation acquired the property and, if applicable, the date of disposition.  A sample Ontario real property register template is available for download. Ontario Real Property Register Template. The corporation is required to keep with such register a copy of any deeds, transfers or similar documents that contain any of the following with respect to each listed property:
      • The legal description
      • The registry or land titles division and the property identifier number.
      • The assessment roll number, if any.
      • The municipal address, if any

Once the above documents have been collected, obtained, updated, or created, a corporate profile report should be ordered. For Ontario corporations, a private third-party service provider will need to be used. More information can be accessed here.

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 your are compliant with the OBCA. Please do not hesitate to contact us.