The Importance of a Minute Book. Corporate records should be maintained by all federally or provincially incorporated companies, regardless of their size. A minute book is a common, and convenient, way to do so.
A minute book serves as a convenient way to record your company’s significant activities. Setting it up from the moment you incorporate is the easiest way to start.
What is included in the minute books?
When you start your company, you should include the following documents in your minute book:
Articles of Incorporation, Amendments or Amalgamation, as applicable
By-laws and organizational resolutions
Shareholders’ agreement, if there is one
Forms filed with the provincial and or federal government, as applicable
Once the company begins to operate, the minute book maintains the corporate records of the activities and decisions taken by the company, its directors, and shareholders. These typically include:
Minutes of directors and shareholders meetings
Appointment of auditors
Change or reappointment of directors
Approval of the financial statements
Change or reappointment of officers
Exemption from the legal requirement of audited financial statements, if applicable
Change in share ownership
Significant agreements for your company (e.g., purchase of a property if your company is in the business of selling landscaping material)
Dividends paid, and
Changes to the by-laws.
There are at least three (3) good reasons to maintain your company’s minute books.
Firstly, it’s the law. The governing Canadian corporate statutes do impose legal obligations to maintain minute books in the manner described above. Although rare, statutory penalties may be assessed for failure to attend to these matters.
Secondly, various third parties may want or need to examine your corporate minute books from time to time including your accountants, bankers or Canada Customs and Revenue Agency (“CCRA”) or other federal/provincial taxation authorities.
Thirdly, if you ever sell your business, the purchaser may want legal opinions relating to various corporate matters so having up-to-date minute books will make the entire selling process easier (and likely less expensive).
Company Formations provides fast & easy Canada Company Minute Books for Only $39.99
What kind of minute book services we provide
We provide a personalized company minute book in Ms and PDF format that includes:
Organizational Resolutions
Register of Directors
Resignation of Director Form
Appointment of Corporate Officers
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
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