Minute Book

Corporate

A minute book is the official record of a corporation's key documents and decisions, including its articles, bylaws, registers of directors and shareholders, and resolutions.

Every corporation must maintain a minute book, the legal record of its existence and decisions. It holds the articles of incorporation, bylaws, registers of directors, officers and shareholders, share certificates, and the resolutions documenting major decisions such as declaring dividends, appointing directors, and approving financial statements.

A current minute book is not optional bureaucracy: it is required by law, and it is the first thing a buyer's lawyer, a lender or the CRA asks to see. Dividends and other decisions can be challenged if they were never properly authorised by resolution, so keeping the minute book up to date protects the company.

Example

Before paying a dividend, the corporation records a directors' resolution in its minute book authorising it. When the company is later sold, the buyer's lawyer reviews the minute book to confirm all decisions were properly documented.

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The articles, bylaws, registers of directors, officers and shareholders, share certificates, and resolutions documenting major corporate decisions like dividends and appointments.
It is legally required, and decisions like dividends can be challenged if not properly authorised. Buyers, lenders and the CRA all expect a current minute book.
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A tax return is the annual filing that reports your income, deductions and credits to the CRA so the final tax for the year can be settled. Payers withhold tax during the year and the return reconciles that against what you actually owe, producing either a refund or a balance to pay. For 2025 returns filed in 2026, refunds usually arrive in about two weeks for an online return, while a paper return runs on a considerably longer standard because it is handled manually.

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Udit Gupta, founder of Tax Filings Canada

Reviewed and fact-checked by Udit Gupta

Ex Big 4 — Ernst & Young, Deloitte · International & cross-border tax specialist · CPA Canada (In-Depth Tax Program) · Chartered accountant, ICAI & MIA

Udit Gupta has over 15 years of experience helping corporations and business owners with corporate structuring, corporate tax filing, bookkeeping, payroll, GST/HST, cross-border tax and CRA representation. Big 4 trained at Ernst & Young and Deloitte, and qualified as a chartered accountant in India and again in Malaysia, he founded his accounting practice in 2014 to serve entrepreneurs, startups and non-resident business owners across Canada. View full member bio.

The Institute of Chartered Accountants of India — member 521458 · Malaysian Institute of Accountants — member CA 44667 · Ex Big 4: Ernst & Young, Deloitte · CPA Canada (In-Depth Tax Program), completed 19 Dec 2023 · In-Depth GST/HST Part I, 12 Jul 2022 · Part II, 5 Jul 2023

Editorial policy. Every page is researched against primary sources — the Income Tax Act, CRA publications and CPA Canada guidance — and every rate or threshold is stated with the tax year it applies to.

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