By Graydon Ebert, Associate
Recently our firm has acquired a collection of minute books from a local corporate lawyer and we are in the process of contacting the corporate owners of these books to notify them of their new location.
If you are a new business owner or thinking about starting a business, or even if you have been in business for years, you might be asking yourself, what is a minute book? Do I need one? What is it used for?
A corporation’s minute book is the official record of the corporation. Essentially it is a binder that contains all the importation information of the company all in one place. It holds the corporation’s articles of incorporation, its by-laws, and minutes of all company meetings. It holds all corporate resolutions, for such things as the election of directors, appointment of officers, authorization of any security documents, etc. It also has various registers showing current and former directors, officers, shareholders, and any share transfers that may have taken place. If the shareholders of the corporation have entered into a shareholders’ agreement, it should be kept in the minute book, as well as any notices and registrations filed with the government. The minute book is typically where the share certificates for the corporation are held, though the corporation may choose to put the original certificates in a more secure location, with only photocopies kept in the minute book.
While this may seem like a lot of work for a small corporation, having and maintaining a corporate minute book is very important. Most importantly, the corporate legislation, both in Ontario and for federal corporations, requires that all corporations keep corporate records and be able to provide them to shareholders upon request. Failure to keep up to date records may also cause delays and difficulties in the future when the corporation wishes to proceed with significant transactions such as share transfers, investments by third parties, or loans from financial institution. Time and money will need to be spent to bring the corporation up to date or to properly document certain corporate events.
Where should you keep your minute book? Typically for corporations that we represent, we keep the minute book at our office, but if you wish to have keep the book yourself, we suggest that it be kept in a safe, secure place at the corporation’s head office.
If you have a corporation and your minute book is not up to date, or you going to be incorporating a corporation soon and want to ensure that your records are properly kept, we can help get you on the right track, and keep you there!