Whether you have organized your corporation federally in Canada or provincially in any Canadian province or territory, your existence as a corporate entity begins with the filing of your “Articles of Incorporation” with the corporate registries office of your jurisdiction of incorporation. After this initial document is filed, the company can only act through its Board of Directors, usually initially appointed by the Sole Incorporator. Election of officers, approval of shares issuances and option grants, credit arrangements, changes in authorized shares, and certain other matters must be documented to evidence proper authorization by the Board pursuant to the Company’s charter and Bylaws.
It is extremely important to keep excellent paper records. Over the life of your company, you will be asked on any number of occasions to provide evidence of Board approval of certain actions, whether in connection with the opening of an additional credit line, a seed round financing or on the eve of your initial public offering, when underwriters’ counsel really does want proof that the company was “duly incorporated” or backup supporting all those option grants over the years. Company counsel will also rely on these corporate records to back up a legal opinion or respond to due diligence requests from potential investors’ counsel or perhaps a company interested in acquiring your assets. Having up-to-date, clear and concise records of all Board actions will make those processes less painful. The alternative is not only painful but can become expensive in terms of legal fees if it’s necessary to reinvent the wheel by recreating and ratifying all past actions.
What are “Corporate Minutes” and When Are They Produced?
At each Board meeting, one individual will be designated secretary of the meeting who will be responsible for preparing written notes (a.k.a. “minutes”) memorializing the discussions by the Board and setting forth any formal resolutions adopted at the meeting. These minutes will then be reviewed and approved by the Board at a subsequent meeting, signed by the secretary of the meeting and placed in the Corporate Minute Book. Once shares are issued, certain actions will also require stockholder approval, and those approvals will also need to be documented and included in the Corporate Minute Book.
How Do You Maintain a Corporate Minute Book?
A well organized Corporate Minute Book might be divided into the following sections, each containing the documents listed and with an accompanying index: Certificate of Incorporation:
- A file-stamped copy of the Articles of Incorporation and all subsequent amendments as filed in the province of incorporation.
- Bylaws: Your Bylaws and any amendments.
- Board of Directors:
- If initial directors are not identified in the Articles, an executed action by sole incorporator appointing these individuals.
- An executed organizational consent or signed minutes of an organizational meeting in which the basic operations of the company are set forth.
- Minutes of all meetings signed by the secretary of the meeting.
- All written consents approving actions between meetings, executed by all Board members. Stockholders: All actions by
- stockholders executed by the requisite majority or percentage of holders to authorize the actions detailed in the document.
A corporate minute book includes:
- Articles of Incorporation;
- by-Laws;
- resolutions of directors and shareholders and meeting minutes;
- registers of directors, officers, and shareholders;
- shareholders’ ledger;
- forms filed;
- share certificates; and
- shareholders’ agreement(s) (if any).
- Articles of Incorporation
When a company seeks to incorporate (federally or provincially), it must file its Articles of Incorporation with the government. The Articles of Incorporation outline the company’s name, registered address, number of directors, name, and address of the company’s directors, object/purpose of the corporation, number of shares, voting rights, restrictions on the transfer of shares, etc. The Articles of Incorporation act as proof of the company’s business registration.
By-Laws
Corporate by-laws are used by companies to organize their internal management. The by-laws set out obligations and rules pertaining to the company’s shareholders, officers, and directors. It is important for any corporation to verify that any business it purports to conduct is consistent with its by-laws, otherwise, the by-laws must be amended before the company can proceed with such business.
Resolutions of Directors and Shareholders and Meeting Minutes
Upon incorporation of a company, the company’s directors and shareholders must make key decisions pertaining to the initial organization of the company such as the company’s financial year-end, the company’s bank, auditor, etc. These key decisions are typically memorialized in resolutions. In order to pass such resolutions, directors and shareholders normally hold annual meetings; however, some companies choose to pass written resolutions in lieu of a meeting. Directors and shareholders must also pass certain resolutions at the end of each financial year of the corporation. Annual resolutions generally deal with the adoption of financial statements, appointment of directors and auditors as well as recording any other change in the company that may have taken place prior to the end of the company’s financial year.
If a company conducts any special business between annual meetings, special resolutions must be passed by the shareholders and/or directors to approve such special business.
Registers of Directors, Officers, and Shareholders
A Minute Book is required to contain a register of directors, officers, and shareholders of the corporation. These registers maintain a log of all of the directors, officers, and shareholders of the corporation since incorporation.
Shareholders’ Ledger
A shareholders’ ledger is a document that identifies each shareholder of the corporation and indicates how many shares such shareholder owns. The ledger also documents when a shareholder took ownership of the company’s shares and includes any information relating to any sales or transfers of such shares.
Forms Filed
Copies of any documents or forms filed with governmental authorities such as corporate initial and annual filings, trademark applications, tax reliefs, etc. must be kept in the Minute Book.
Share Certificates
A share certificate is a certificate issued by a corporation to every shareholder certifying that such shareholder is the registered owner of shares in the company.
Shareholders’ Agreement
A shareholders’ agreement is a contract between all (or some) of the shareholders of a company that structures the relationship between the shareholders. The agreement is an invaluable resource for all companies because it provides the foundation for how the shareholders interact with one another as well as the upper management of the corporation.
Company Formations offers personalized Canada Corporate Minute Books in 1 hour for Only $39. Our Corporate Minute Book includes:
Organizational Resolutions
Register of Directors
The resignation of Director Form
Appointment of Corporate Officers
The resignation of Officer Form
Subscription of Shares
Share Certificate
Register of Shareholders
Consent and waiver for allotment of shares
Directors’ resolutions approving the allotment of shares
Consent and waiver for transfer of shares.
Shares Transfer Form
Directors’ Resolutions Approving Transfer of Shares
Bylaws
Notice of Organizational Meeting of Incorporators and Directors
Waiver of Notice of Meeting of Incorporators and Directors
Minutes of Organizational Meeting of Board of Directors
Waiver of Notice First Meeting of Shareholders
Minutes First Meeting of Shareholders
Notice to Directors of Regular Board Meeting
Minutes Shareholders Annual Meeting
Minutes Regular Board Meeting
