A minute book is the official record of a corporation's existence and decisions. It holds the documents that prove who owns the company, who runs it and what they have decided. Banks, buyers, auditors and the Canada Revenue Agency may ask to see it.
What the law requires
For federal corporations, section 20 of the Canada Business Corporations Act lists the records a corporation must keep. They include the articles and by-laws, minutes of meetings and resolutions of shareholders and directors, a register of directors, and a securities register. Ontario's Business Corporations Act sets out a similar list in section 140.
| Record | Federal (CBCA) | Ontario (OBCA) |
|---|---|---|
| Articles and by-laws | s. 20(1) | s. 140(1) |
| Minutes and resolutions | s. 20(1), 20(2) | s. 140(1), 140(2) |
| Directors (CBCA: copies of directors' notices; OBCA: register of directors) | s. 20(1) | s. 140(1) |
| Securities register | s. 50 | s. 141 |
| ISC register | s. 21.1 | s. 140.2 |
Can it be electronic?
Yes. Section 22 of the CBCA allows records in a bound or loose-leaf book or in electronic form, as long as they can be reproduced in intelligible written form within a reasonable time. Section 139 of the OBCA lets records be kept in any form, with precautions against falsification and the ability to produce them accurately and intelligibly within a reasonable time. A well-organized PDF with signed copies meets that standard for many small corporations.
What goes in a typical minute book
- Certificate and articles of incorporation
- General by-law
- Organizational resolutions of directors and shareholders
- Consents to act as director and share subscriptions
- Registers of directors, officers, shareholders, transfers and individuals with significant control
- Share certificates or a record of uncertificated shares
- Annual resolutions
Do I still need a corporate seal?
No. Seals are optional under both Acts. Many corporations never use one.
Sources
This guide is general information, not legal advice. Laws change; confirm current requirements with the statute or a lawyer.
What section 20 of the CBCA requires you to keep
A federal corporation must prepare and maintain, at its registered office or another place in Canada the directors designate, four groups of records: the articles and by-laws with every amendment and a copy of any unanimous shareholder agreement; the minutes and resolutions of shareholders; copies of the notices of directors filed under sections 106 and 113; and a securities register that complies with section 50.
Separately, the directors' own minutes and resolutions and adequate accounting records must be kept, and the accounting records must be retained for six years after the end of the financial year they relate to. A corporation that fails to comply without reasonable cause commits an offence punishable by a fine of up to $5,000.
Source: laws-lois.justice.gc.ca
What section 140 of the OBCA requires
An Ontario corporation must prepare and maintain, at its registered office or another place in Ontario designated by the directors: its articles, by-laws and amendments with any unanimous shareholder agreement known to the directors; minutes and resolutions of shareholders; a register of directors showing each person's name, residence address including street and number, an email address if one was provided, and the dates they became and ceased to be a director; a securities register under section 141; a register of ownership interests in land in Ontario; and a register of individuals with significant control.
It must also keep adequate accounting records and the minutes and resolutions of the directors and their committees. Accounting records must be kept for six years from the end of the last fiscal period they relate to.
Source: www.ontario.ca
Ontario's land register
Ontario adds a record that the federal Act does not have: a register of the corporation's ownership interests in land in Ontario. It must identify each property and show the date it was acquired and, where applicable, the date it was disposed of. Copies of deeds, transfers or similar documents that show the municipal address, the land registry or land titles division with the property identifier number, the legal description and the assessment roll number must be kept with it. A corporation that owns no Ontario land keeps the register blank rather than leaving it out.
Source: www.ontario.ca