WHAT IS A CORPORATE MINUTE BOOK?

A corporation’s minute book is a story of the corporation’s life from incorporation through to its end (struck-off or wind-up). ⁱ The minute book tells the story by the documents, forms and agreements that have formed the corporation at its beginning and have altered it over time, so that the minute book should reflect the current state of the corporation.

WHY SHOULD A MINUTE BOOK BE KEPT UP TO DATE?

A typical minute book should include the following:

• Articles and Memo of Association (originating documents and forms)
• Originating resolutions (also completed during incorporation)
• Minutes of the corporation’s annual general shareholders meeting (AGM) on a yearly basis
• Minutes of shareholders and directors’ meetings
• Certain financial disclosure for each fiscal year-end, including dividends
• being issued to shareholders and funds that have been borrowed or provided as a loan
• Any changes to the shareholders, directors, officers, or recognized agent
• Any creation, alteration, or sale of shares of the corporation
• A change to the corporation’s registered address
• Significant transactions, agreements, and contracts involving the corporation
• Required government filings

WHY SHOULD A MINUTE BOOK BE KEPT UP TO DATE?

Although maintaining a full and complete corporate record may not be a high priority for most business owners, it can be critical and essential that your minute book to be maintained and updated. ⁱⁱ A poorly maintained minute book can lead to delays, extra expenses, and possibly even a deal falling through.

• A current and accurate minute book is mandated by law under the
• Companies Act of Nova Scotia.
• Your minute book is relied on by professionals working on your behalf such as lawyers, accountants, and financial lenders for various important reasons.
• The CRA requires that your minute book be kept up to date and can require disclosure of the information therein, especially if the corporation is audited.
• The minute book will be relied on by any investor, shareholder buy-in, or third-party purchaser.

WHO SHOULD MAINTAIN A MINUTE BOOK?

There is no requirements governing who has to keep a minute book up to date, however, because the maintenance of a minute book can be highly technical task requiring corporate law experience, you should always consult a qualified lawyer to perform the required updates. ⁱⁱⁱ We, at Barrington Law Inc. are more than pleased to provide our services to both maintain and provide security for your corporate minute book on your behalf.

^{i “How and Why You Should Keep Your Corporation’s Minute Book Up To Date” (Dec 21, 2017), online: Lawson, Clark, & Oldman https://www.lcolaw.ca/
ii Ibid
iii Ibid}