What goes in a minute book: tab-by-tab checklist
Use this to audit your own book or check what a provider is selling you.
| Core rule | CBCA s. 20, OBCA s. 140 |
| Securities register | CBCA s. 50, OBCA s. 141 |
| ISC register | CBCA s. 21.1, OBCA s. 140.2 |
| Tabs in our book | Eight |
Tab 1: Articles and certificate
Certificate and articles of incorporation, and every amendment.
Tab 2: By-laws
General By-law No. 1 and any later by-laws, with the resolutions confirming them.
Tab 3: Resolutions and minutes
Organizational resolutions, then every directors' and shareholders' resolution and meeting minutes in date order. Written resolutions signed by all entitled to vote are as valid as meetings (CBCA ss. 117 and 142, OBCA ss. 129 and 104).
Missing tabs?
Our book fills the organizational tabs for you.
Have us prepare it, CA$89 →Tab 4: Directors and officers
Consents to act, register of directors (required) and register of officers.
Tab 5: Securities
Subscriptions, securities register, transfer register and copies of share certificates.
Common trap: missing transfer entries
When shares move, update the register and cancel and reissue certificates. Gaps here cause most due diligence delays.
Tab 6: Individuals with significant control
Register of individuals holding 25 percent or more of votes or fair market value, or with direct or indirect influence amounting to control. Update within 15 days of learning of a change.
Tab 7 and 8: Filings and agreements
Annual returns, notices of change, and any unanimous shareholder agreement.
Frequently asked questions
Is the minute book filed with the government?
No. It is kept by the corporation. Only some information, such as directors and federal ISC data, is reported.
How long must records be kept?
The statutes require the records to be kept; certain records may be disposed of after a period set by the act. Keep everything unless your lawyer advises otherwise.
Does your book include all eight tabs?
Yes, with prepared documents for the organizational tabs.
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.