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) |
| 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 and section 139 of the OBCA allow records to be kept 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. 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.