Every business should have a corporate minute book, which holds the legal records of the corporation.
Corporation are legally obligated to maintain certain records, which are best kept in a binder called a minute book. These records are the official record of the corporation's activities, corporate structure and by-laws.
The minute book should contain the following:
- Articles of incorporation
- By-laws of the company
- Minutes of the directors’ and shareholders’ meetings/resolutions
- Directors and officer’s registers
- Shareholder register and share certificates (original or copy)
- Annual audit waiver and waiver of annual shareholder meeting
- Dividend resolutions
- Unanimous shareholder agreement (if any)
Minute books might seem unnecessary for single-owner corporations (and chances are no one will ever ask to see them), but they are a legal requirement and every corporation needs to have their records organized and up to date.
If your corporation ever pays a dividend, the CRA may request the minute books.
Lawyers offer a service to keep your minute book updated for a fee of about $300 to $400. Ask us about other options for maintaining the minute book.
See our partners page for lawyers we recommend.
For more information on what's required, refer to this CRA page on corporate records.