Monday, July 20, 2009

Corporation Minute Books - Do I need one when Incorporating?

As a lawyer dealing with small business owners that are starting-up a business on a shoe string budget - Do I really need to have a corporate minute book?

The answer is simple: yes - it is required by law; and no it does not have to be a binder.

Most Canadian laws do not specifically mention a “minute book” but rather of keeping records of specific kinds of information. Most jurisdictions in Canada require corporations, and therefore its directors, to keep records containing the articles and by-laws and any amendments, minutes of meetings and resolutions of shareholders and directors, copies of all notices of change of directors, and securities registers.

Accordingly, it is legally required to maintain these records and information in one place. These records are kept in a “Minute Book” which has the properly named sections and tabs of the records required to keep. Moreover, the maintenance and keeping up to date of the minute book ensures easy access to the desired information especially if there have been many changes over the years. As you grow your business more documents will be inserted in same.