Every corporation in Canada is required to maintain an official record of its activities including records of any annual meetings as well as any change within the corporation such as any change of address, changes in directors, shareholders and/or officers, etc.
Such record is normally kept in a book called a “Minute Book”. A Minute Book is typically one of the first documents reviewed when a corporation is seeking to sell the company or to get a loan, making it one of the most important books of every corporation.
What is a Minute Book?
It Is the book/binder which keeps the key documents together about the creation of the corporation. It is created when a corporation starts and presented for legal or regulatory authorities.
The following documents are customarily included in a company’s Minute Book:
Articles of Incorporation;
corporation’s by-Laws;
resolutions of directors and shareholders
meeting minutes;
registers of directors, officers and shareholders;
shareholders’ ledger;
forms filed;
share certificates; and
shareholders’ agreement(s.
Minutes are the accurate written record of meetings. It is useful to have a written record of the meetings, what you have decided to do and who is going to do it. This is true even if the meeting is very small and informal.
Registers of directors, officers and shareholders of the corporation maintain a log of all of the directors, officers and shareholders of the corporation since incorporation.
A shareholders’ ledger is a document that identifies each shareholder of the corporation and indicates how many shares such shareholder owns. The ledger also documents when a shareholder took ownership of the company’s shares and includes any information relating to any sales or transfers of such shares.
A shareholders’ agreement is a contract between the shareholders of a company that structures the relationship between the shareholders. The agreement provides the foundation for how the shareholders interact with one another as well as the upper management of the corporation.
Recent Comments