Digital minute book for federal (CBCA) corporations
For corporations incorporated with Corporations Canada, wherever in Canada they operate.
| Statute | Canada Business Corporations Act, R.S.C. 1985, c. C-44 |
| Records rule | CBCA s. 20 |
| Electronic allowed | Yes, CBCA s. 22 |
| ISC register | CBCA s. 21.1, plus filing with Corporations Canada |
| Our price | CA$89 once |
What a federal corporation must keep
Section 20 of the CBCA requires the articles and by-laws, minutes of meetings and resolutions of shareholders and directors, and copies of the notices of directors filed under sections 106 and 113. Section 50 adds a securities register, and section 21.1 adds the register of individuals with significant control.
| Record | Federal (CBCA) | Ontario (OBCA) |
|---|---|---|
| Articles, by-laws, minutes, resolutions, director records | s. 20 | s. 140 |
| Securities (shareholder) register | s. 50 | s. 141 |
| ISC register | s. 21.1 | s. 140.2 |
| Electronic form allowed | s. 22 | s. 139 |
| Where records are kept | Registered office or another place in Canada the directors designate (s. 20) | Registered office or another place in Ontario the directors designate (s. 140) |
Electronic records under the CBCA
Section 22 allows records to be kept in electronic form if they can be reproduced in intelligible written form within a reasonable time.
Common trap: forgetting the ISC filing
Since January 22, 2024 federal corporations also file ISC information with Corporations Canada. The internal register and the government filing should match.
Incorporated federally but never organized?
We prepare the by-law, organizational resolutions and registers the CBCA expects.
Have us prepare it, CA$89 →Options compared
| Option | Typical cost | Turnaround | What you get |
|---|---|---|---|
| Do it yourself from free templates | Free | Hours to days | Generic forms, you check every citation |
| Hosted subscription software | About CA$99 to CA$249 per year | Minutes, then ongoing | Online records, renews yearly |
| Law firm or paralegal service | Often several hundred dollars | Days | Prepared and reviewed for you |
| Canada Minute Book | CA$89 once | Instant PDF | Complete tabbed book, CBCA or OBCA citations, no renewal |
Ranges are typical public prices seen in October 2026 and vary by provider.
What happens after you order
- Your PDF is built as soon as payment clears.
- Review it, ideally with your lawyer.
- Sign the resolutions, consents and certificates.
- Keep it at the registered office or another place in Canada the directors designate.
Frequently asked questions
Do I need a minute book if I incorporated federally online?
Yes. Incorporating with Corporations Canada gives you a certificate and articles, but not the by-laws, resolutions or registers the CBCA requires you to keep.
Does a CBCA corporation need resident Canadian directors?
At least 25% of directors must be resident Canadians, subject to the exceptions in the Act.
Is it valid in every province?
A federal corporation follows the CBCA wherever it operates, so the same book applies across Canada.
Your federal minute book, ready in minutes
Instant PDF with correct CBCA section references.
Sources
This page is general information, not legal advice. We are a document preparation service, not a law firm. Review by a lawyer licensed in your province is recommended.
Registered office and access to the book
A federal corporation must always have a registered office in the province named in its articles. The directors may move it within that province, but a notice of the new address must reach Corporations Canada within fifteen days.
Shareholders and creditors, their personal representatives and the Director may examine the section 20(1) records during usual business hours and take extracts free of charge. Each shareholder may also ask for one free copy of the articles, the by-laws and any unanimous shareholder agreement. Records may be kept outside Canada only if they can be inspected through a computer terminal or other technology at the registered office or another designated place in Canada during regular office hours.
Source: laws-lois.justice.gc.ca
Written resolutions and one-shareholder meetings
Under section 142 of the CBCA, a resolution in writing signed by all the shareholders entitled to vote on it is as valid as if it had been passed at a meeting, and a written resolution dealing with everything an annual meeting must handle satisfies all of the Act's meeting requirements. A copy must be kept with the minutes of shareholder meetings.
Where a corporation has only one shareholder, that shareholder present in person or by proxy constitutes a meeting. Unless the by-laws say otherwise, a quorum is the holders of a majority of the voting shares. Most owner-managed corporations therefore run their year-end business entirely on signed written resolutions kept in the minute book.
Source: laws-lois.justice.gc.ca
Form of federal records
Section 22 allows registers and other records to be kept in bound or loose-leaf form, on photographic film, or by any electronic data processing or other storage device that can reproduce the information in intelligible written form within a reasonable time. The corporation must take reasonable precautions to prevent loss, destruction or falsification of entries and to help detect and correct inaccuracies. Breaking these rules without reasonable cause is an offence carrying a fine of up to five thousand dollars or up to six months in prison. Section 23 makes a seal optional.
Source: laws-lois.justice.gc.ca