I operate my business as a Corporation. Do I have to maintain a Minute Book?
Yes. Federally and provincially incorporated businesses are required by law to maintain and safeguard detailed and accurate business records in a form that is readily available. Provincial and federal requirements vary, but generally require you to maintain a record of all constating documents such as articles of incorporation, articles of amendment and bylaws, as well as all director and shareholder resolutions and minutes of meetings, and a registry of the directors, officers, shareholders and certain real estate interests.
A corporation can be fined for failing to maintain these records. While this is rare, it is possible and can be easily avoided.
Additionally, a corporation may be required by Canada Revenue Agency or other taxing authorities to produce these records in order to comply with tax laws and regulations and an accurate minute book will be useful evidence if there is ever a dispute among the shareholders.
Finally, if you ever plan to sell your business, any prospective buyer and their lawyer will insist on reviewing your records.
Many corporations enlist the services of a lawyer to assist in complying with their corporate record keeping. Ross & McBride LLP’s Business Law Group maintains the minute books of thousands of federal and provincial corporations. We generate the annual filings required by law and prepare resolutions to record the appointment of officers and directors, auditors and accountants, approval of financial statements, shareholder loans, share transfers and declared dividends, among other information. The cost is reasonable, especially in comparison to the expense, after the fact, of trying to piece together the detailed information required by law.