What is a minute book and why is it important?
While setting up your incorporation, you in all likelihood heard the term Minute Book. You may have wondered, what a minute book is and why it is important. At GenNext CPA, we are prepared to explain in further detail below.
What is a Minute Book?
A corporate minute book is a collection of all corporate records. This includes, the Articles of Incorporation, Articles of Amendments, Bylaws and Amendments, Unanimous Shareholder Agreements, Minutes of Meetings and Shareholder Resolutions. It also includes a section for Notices Filed, a Share Register with shareholder names. addresses and details of the shares held, a securities register, which the corporation’s shareholders and creditors can access upon request. A minute book is a physical binder containing all of the required documents, or your corporation may choose to keep their corporate minute book online for easy sharing.
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 any records to shareholders, creditors, or potential buyers (should you choose to sell your corporation).
It is required by law to maintain certain records for any corporation, no matter whether the corporation is provincial or federal, small or large the minute book must be kept up-to-date. Failure to do so may result in consequences such as government penalties, tax issues and possibly disruption in day to day business. Many corporations work with accountants or law firms to maintain and keep their minute book up-to-date, but if you want to do this yourself, here are some simple tips.
There are approximately17 sections in a Regulated minute book. The following are a few examples:
➤ Certificate of Incorporation (and any subsequent amendments)
➤ Bylaws (and any subsequent amendments)
➤ Board of Directors
Minutes from a meeting regarding basic company operations
Signed minutes of all meetings
Written consents approving actions in between board meetings
Stockholders (and actions executed by the requisite majority)
You may also choose to include a list of officers and directors, tax information and other relevant company records.
It is quite a lot of information, but GenNext CPA can provide all of the corporate formation documents you need.
Essentially, your Minute Book is the Memory of the Corporation and is required by the Income Tax Act (ITA). If your company is audited by the Canada Revenue Agency the Auditor can ask to see the minute book without notice.
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