What is a Minute Book and Why Do All Corporations Need One?

Sep 1, 2020
5 minute read

If you’re incorporating your business, you’ve probably come across the term minute book. But what exactly is a minute book, and why do you need one? We’re here to answer any questions you may have about minute books and incorporation documents.

What is an incorporation?

When you incorporate your business, it becomes a separate legal entity, holding similar rights as a person in terms of liability and protection of assets. You’ll need to decide whether you want to incorporate federally or provincially, depending on where you intend to conduct your business. Then the articles of incorporation will need to be written up, and the shareholders of the corporation named. Once your business is incorporated, limited liability will be in effect, meaning that the company’s assets will be completely separate from the owners and investors.

What are the benefits of starting a corporation?

Unlike a sole proprietorship or partnership structure, the main benefit of incorporating your business is that it becomes separate from you as an individual. This will mean that the owner(s) of the company cannot be held legally responsible for any of the debts your company may incur in the course of business. However, if you made personal guarantees in order to receive funding for your business, your personal assets may be seized if you are unable to pay back your debts. Limited liability can allow corporations to make riskier business moves because the shareholders are protected.

Another benefit of incorporating your business is that it makes it easier to transfer ownership than if you have a sole proprietorship or partnership. An incorporated company will also have a lower tax rate and more lenient tax restrictions.

What is a minute book?

A corporate minute book is essentially a collection of all important corporate records, including the articles of incorporation, which the corporation’s shareholders and creditors can access. A minute book may be a physical binder containing all of the required documents, or your corporation may choose to keep their corporate minute book online for easy sharing.

What does a corporate minute book include?

A corporation is required to maintain records to be viewed by shareholders and creditors upon request. The required documents include:

  • Articles of amendment
  • Bylaws and amendments
  • Unanimous shareholder agreements
  • Minutes of meetings and shareholder resolutions
  • Notices filed
  • A share register with shareholder names and addresses and details of the shares held
  • A securities register

It sounds like a lot, but when you incorporate your business with Ownr, we’ll provide all of the corporate formation documents you need. These include:

  • First Directors Resolution
  • Director Consent(s)
  • First Shareholders Resolution
  • Notice(s) of Issuance
  • Subscription for Shares
  • Securities Register
  • Directors Register
  • Officers Register
  • Shareholders Ledger
  • Bylaws

If you need any answers to questions about the specific documents Ownr provides, you can call, email, or use our online chat feature to get in contact.

What are the benefits of keeping a minute book?

Keeping an up to date corporate minute book will allow you to keep track of all your important corporate documents in one location. This will also make it easy for you to provide your records to shareholders, creditors, or potential buyers should you choose to sell your corporation.

How to keep your minute book up to date

Not only are corporations required provincially and federally to maintain certain records, but they are also required by law to keep them up to date. When a business is incorporated, no matter how large or small it is, an annual shareholder meet