What Is Included in a Corporation's "Minute Book"?

by Peter Cusimano
Lawyer - Barrister & Solicitor

A corporation in Ontario is required by law to maintain an official record of certain matters. This record is usually referred to as a "Minute Book" which is essentially a binder that contains the records (or "minutes") of certain items. The minute book is usually divided into various sections as follows:

  1. Articles of Incorporation
  2. By-Laws of the corporation
  3. Minutes of Meetings and Resolutions of the Directors and Officers 
  4. Notices and Registrations filed with the government
  5. Directors' Register
  6. Officer's Register
  7. Shareholders' Register
  8. Share Transfer Register
  9. Shareholders' Ledgers
  10. Shareholders' Agreement (if any)
  11. Share Certificates (originals or copies)
The minute book is set up when the corporation is first created. On an annual basis, the corporation is required to hold an "annual meeting". The minutes of the annual meeting are recorded in the minute book. In addition, decisions (or "resolutions") passed by the directors are also recorded in the minute book from time to time.

If you have created a corporation, but you have not yet created the "minute book", my office can assist you in preparing all the necessary documents. In addition, if you have a minute book, but it has not been updated in a number of years, my office can also help you bring the minute book up to date.

In my legal practice I deal with the minute books of companies on a daily basis. If you would like me to assist with your corporation's minute book, please contact me.