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.
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.
Our certified accounting firm handles this for businesses and individuals across Canada, at fixed fees with no surprises.
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