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Minute Books Are Legal Necessity for Incorporated Businesses

Last updated: Apr. 18, 2018 

Keeping a minute book is a legal requirement for all Canadian corporations.

These records keep track of the corporation’s activities and can be subject to government review to ensure your business is in compliance. The book that all of this information is kept in is called a “minute book.”

What is a minute book?

A minute book is a legal document created when you incorporate a company. Corporations must comply with certain annual filings and track corporate resolutions in a minute book.

A minute book tracks key company details, like the name of employees authorized to borrow on behalf of the company, and important decisions including the granting of shares, dividends dispersed to owners and management bonuses paid to owners.

What’s in a minute book?

A minute book is a history of all the important businesses decisions the corporation makes.

When a business becomes incorporated, the minute book will contain:

  • Articles of incorporation
  • Bylaws
  • Initial resolutions
  • Consent to act as directors
  • Consent of officers
  • Subscription for shares.

After the initial setup, future minute books might include:

  • Change of corporate directors
  • Details of the corporation’s quarterly and annual financial statements
  • Filings periods
  • Names and addresses of all shareholders
  • Changes in the share structure
  • Annual meetings

When a minute book might be requested

Your corporation’s minute book can be requested by government agencies, lawyers and accountants for the following reasons:

  • Your business is being audited by the Canada Revenue Agency
  • A tax specialist wants to provide tax advice or corporate financial planning
  • You are transferring ownership of your company
  • Your corporation is looking to obtain financing
  • A shareholder wants to sell shares
  • You are selling the company or forming a new corporation
  • You need to amend the articles of incorporation

FBC, Helping Canadians Reduce Their Tax Burden

Business owners in Canada are usually more focused on operating their business than maintaining their minute book.

Since 1952, FBC has worked exclusively with small business and farm owners.

For more than 65 years, we have helped tens of thousands of clients from coast-to-coast prepare and file their taxes.

If you need to update a Minute Book, look to the small business tax experts at FBC. We can help look after your minute book and take care of payroll, financial planning, and financial statements.

For more information on FBC and the services we offer, call us today at 1-800-265-1002 or submit an online form and an FBC tax specialist will contact you at your earliest convenience.