A minute book is a binder, book or electronic file used to store a corporation’s records. Although keeping an actual minute book is not technically required under the Ontario Business Corporations Act (OBCA) or Canada Business Corporations Act (CBCA), the OBCA and CBCA require corporations to keep certain documents and records. Some of the record-keeping requirements include:
- articles of incorporation
- unanimous shareholder agreements
- minutes of meetings and resolutions
- directors register
- securities register
- accounting records
A minute book is great way to store these documents as it uses a standard, well-organized structure that is familiar to professionals. In addition to staying organized and compliant with corporate laws, a minute book is important because another party will want to review it before entering into certain transactions. Any time a corporation issues or sells shares, borrows money or is the target of a sale, the review of the corporation’s minute book should be a necessary part of the subscriber, lender or purchaser’s due diligence. The lack of a minute book will most likely serve as a red flag.
At Davidzon Burshtein LLP, we conduct minute book reviews where we determine whether your minute book is up-to-date and update it as needed.