All Corporation in Canada are legally obligated to maintain corporate record that is also known corporate Minute Book. In this article we try answer your all concerns about minute book and how easy to maintain a Minute Book with RegiCorp.
What is a corporate Minute Book:
A corporate minute book is a formal record containing the important documents and records of a corporation. It includes minutes of board and shareholder meetings, the corporation’s bylaws, articles of incorporation, records of stock issuance and transfers, and other essential legal and administrative documents. This book serves as an official record for the corporation, ensuring compliance with legal requirements and aiding in transparent and effective governance.
What are included in a Corporate Minute book?
A minute book typically includes several key components, each serving a specific purpose in the documentation and governance of a corporation. The following are generally included in a minute book:
ARTICLES OF INCORPORATION
This document is filed with a governmental body to legally document the creation of the corporation. It includes basic information about the corporation, such as:
- Registered Name of the Corporation
- Registered Head office address of the Corporation
- Total number of directors in the Corporation
- Full names and addresses of all board of directors.
- Full names and addresses of all shareholders.
- Description of the share structure (ex. share class, voting or nonvoting right etc.)
- Restrictions on the transfer of securities or shares
- Restrictions or limitations on the activities of the corporation
- Other provisions (if any)
- Full name and signature of the incorporator of the Corporation
CORPORATION BY-LAWS
These are the rules that govern the internal management of the corporation. Bylaws set forth procedures for holding meetings, electing directors and officers, and handling other corporate formalities. They act as a guide for the corporation’s operations and management.
BORROWING BY-LAW
A “Borrowing By-law” is a specific provision within a corporation’s bylaws that outlines the rules and procedures for how the corporation can borrow money. This by-law typically includes details such as who has the authority to approve borrowing (like the board of directors), limits on the amount that can be borrowed, the purposes for which borrowed funds can be used, and the process for securing loans. It ensures that any borrowing activity is conducted responsibly and in line with the corporation’s governance policies and objectives. This type of by-law is crucial for maintaining financial discipline and transparency in the corporation’s financial dealings.
RESOLUTIONS OF THE DIRECTORS
In the first Board of Directors Resolutions, the board members will undertake the following actions:
Accept the Articles of Incorporation: They will formally recognize and accept the foundational document that outlines the corporation’s structure and purpose.
Adopt the Book of Records of the Corporation: They will establish the official record-keeping book where all important corporate documents and minutes will be maintained.
Adopt the General By-laws: They will formally approve the rules that govern the internal management and operations of the corporation.
Confirm the Head Office of the Corporation and its Judicial District: They will officially establish the location of the corporation’s primary place of business and the legal jurisdiction it falls under.
Accept the Share Subscriptions by the Shareholders: They will formally recognize and accept the initial stock purchases made by the shareholders.
Issue Share Certificates to the Shareholders: They will authorize and distribute certificates to shareholders, indicating ownership of shares in the corporation.
Adopt a Financial Year-End: They will decide on the end date of the corporation’s financial year for accounting and tax purposes.
Adopt a Banking Resolution: They will approve resolutions related to the corporation’s banking arrangements, including account openings and signatory authorities.
Appoint the Officers of the Corporation and Their Significant Positions: They will assign key executive roles such as President, Vice-President, Treasurer, and Secretary, establishing who will manage the day-to-day operations and strategic direction of the corporation.
RESOLUTIONS OF THE SHAREHOLDERS
In the First Shareholders Resolutions, the shareholders of the corporation will undertake the following key actions:
- Ratify the By-laws of the Corporation: The shareholders will formally approve and validate the by-laws, which are the rules that govern the internal management and operations of the corporation.
- Elect the Board of Directors: The shareholders will vote to select individuals to serve on the corporation’s Board of Directors, entrusting them with the governance and strategic oversight of the company.
- Appoint an Auditor: The shareholders will appoint an external auditor, a professional responsible for reviewing and verifying the accuracy and fairness of the corporation’s financial statements and accounting practices.
- Appoint an Accountant: The shareholders will appoint an accountant, who will be responsible for managing the financial records, preparing financial statements, and ensuring compliance with accounting standards and regulations.
CONSENT TO ACT OF THE BOARD OF DIRECTORS
“Consent to Act as a Director” is a formal document in which an individual agrees to serve as a member of a corporation’s Board of Directors. By signing this consent, the individual acknowledges their willingness to fulfill the responsibilities and duties associated with the role of a director, including participating in board meetings, making decisions for the corporation’s benefit, and adhering to legal and ethical standards.
NOTICES AND REGISTRATIONS FILED WITH THE REGISTRY
Various documents and information that a corporation is required to file with a government or regulatory registry. This often includes initial registration documents, such as the articles of incorporation, as well as ongoing filings like annual reports, changes in corporate structure or management (like amendments to bylaws or changes in directors), and other significant legal notices. These filings ensure that the corporation remains in compliance with legal requirements and that public records are kept up to date regarding the corporation’s status and operations.
MEETING MINUTES
“Meeting Minutes” are the written record of what was discussed and decided in a meeting, particularly in a corporate or organizational context. They typically include key details such as the date and time of the meeting, the names of the participants, a summary of each discussion point, decisions made, actions to be taken, and the person responsible for each action. Meeting minutes serve as an official and legal record of the meeting, ensuring transparency and accountability, and are often referred to in future meetings for follow-up on previously made decisions and actions.
LIST OF THE BOARD OF DIRECTORS
This document in minute book typically includes the following:
- The Chairman of the Board (or President), who leads the board and is often the highest-ranking officer in a corporate structure.
- Vice-Chairman (if applicable), who assists or stands in for the Chairman as needed.
- Other Directors, who are members of the board and participate in decision-making and governance.
- The Secretary of the Board, responsible for keeping meeting minutes and board records.
- The Treasurer (or Chief Financial Officer), who oversees the financial affairs of the corporation.
This list may also include details like the term of each director’s service, their professional background, and specific committees they might chair or belong to within the board structure.
LIST OF THE OFFICERS AND THEIR POSITIONS
This list often includes the following positions of officers:
- President or Chief Executive Officer (CEO): The highest-ranking officer in the company, responsible for overall management and decision-making.
- Vice President: Often several individuals in this role, overseeing specific departments or sectors of the company.
- Chief Financial Officer (CFO): Responsible for the financial planning, risk management, and financial reporting of the corporation.
- Chief Operating Officer (COO): Oversees the corporation’s ongoing operations and procedures.
- Secretary: Handles the administrative responsibilities, keeps corporate records, and ensures compliance with legal requirements.
- Treasurer: Manages the corporation’s finances, including financial planning, investment, and risk management.
These positions can vary depending on the company’s size and structure, and additional roles such as Chief Technology Officer (CTO), Chief Marketing Officer (CMO), or Chief Human Resources Officer (CHRO) might also be included.
LIST OF THE SHAREHOLDERS
This document includes full list of shareholders and when the became a shareholder.
SHAREHOLDERS REGISTER AND LEDGERS
This Register and ledger include name of the shareholders, class of share, per value of share, amount paid for per share.
THE SHARES AND THEIR TRANSFER
This document refers to the ownership units in a corporation and the process by which these shares can be bought, sold, or otherwise transferred between parties.
FISCAL YEAR AND AUDITOR
It relates to the designated 12-month period used for financial reporting and budgeting in a corporation, and the independent professional (auditor) responsible for examining the corporation’s financial statements to ensure accuracy and compliance with accounting standards.
SHAREHOLDERS’ AGREEMENT
It is a contract between the owners of a corporation (the shareholders) that outlines their rights, responsibilities, and obligations, and details how the company will be operated and governed.
DISCLOSURE OF INFORMATION TO SHAREHOLDERS
To the process of providing important company information, such as financial reports, corporate strategies, and significant decisions, to the shareholders of a corporation to ensure transparency and informed participation in corporate governance.
SHARE CERTIFICATES
Each and every shareholder will obtain a original share certificate as evidencing their ownership of the shares in the company.
A COPY OF ALL STATUTORY FORMS REQUIRED TO BE FILED
An original or photocopy of each statutory forms should keep in minute book for future usage.
NOTICES
All notices also include in a corporate minute book.
Why do minute books matter?
Minute books matter because they provide a comprehensive and legally binding record of a corporation’s decisions and actions, ensuring transparency, aiding in legal compliance, and serving as a crucial reference for the management and governance of the company.
Benefits of keeping a minute book
The benefits of keeping a minute book include:
Legal Compliance: It ensures adherence to legal requirements and corporate governance standards.
Record of Decision-Making: Provides a detailed history of board decisions and corporate actions.
Reference for Dispute Resolution: Acts as a reliable reference in legal or internal disputes.
Transparency and Accountability: Enhances transparency for shareholders and stakeholders.
Organizational Memory: Serves as an institutional memory for guiding future corporate decisions and policies.
Why every Canadian corporation (federal or Provincial) need a Minute Book?
Canadian Federal or Provincial Corporations need a minute book because it is a legal requirement under Canadian corporate law. The minute book serves as the official record of the corporation’s activities, decisions, and governance, ensuring compliance with regulations, providing transparency for shareholders, and serving as essential documentation in legal or financial audits. This compliance is crucial for maintaining good standing and legitimacy in the corporate environment of Canada.
As your corporation is going to grow several events would require an update in the Minute Book like:
- For Hiring a Professional Accountant or Lawyer
- For Selling You Company
- For Joint Venture
- For Canada Revenue Agency Audits
- For Securing Funding
All professional corporations must also maintain a minute book. This refers to the following types of professional corporations:
- Law Professional Corporation
- CPA Professional Corporation
- Medicine Professional Corporation
- Dentistry Professional Corporation
- Psychology Professional Corporation
- Chiropractic Professional Corporation etc.
When a minute book might be requested:
A minute book might be requested during the following events:
- Legal audits
- To open a Bank Account
- In the event of a corporate lawsuit
- For shareholder or board meetings
- During the sale or transfer of the business
- For tax purposes
- When regulatory authorities conduct reviews to ensure compliance with corporate governance laws.
Where can you get a proper minute book?
Now you know very well the importance of keeping a Minute book. May be This question may arise on your mind now where you can get one.
Typically, if you incorporate your business through a lawyer or notary, they will often supply you with a minute book. Many law firms also provide an annual corporate maintenance service to ensure your minute book remains current and accurately reflects your business activities each year.
If you’ve Registered your company independently without a minute book, you can seek assistance from a lawyer. They can help you document your business’s legal history and create a minute book that accurately represents your company’s activities.
If you’re in the process of incorporating a business and require a minute book RegiCorp can assist you.
Remember, RegiCorp is a comprehensive corporate service provider, ready to support all your corporate needs, including the creation and maintenance of minute books.
How much does your minute book cost?
RegiCorp offers a range of minute book options to suit different corporate needs, including both physical and digital formats. Obtaining a minute book through a lawyer may cost between $700 to $1000, reflecting the additional legal expertise and services involved. Where RegiCorp off the following price for a Minute Book:
Digital Minute Book: Priced at $69, offering a convenient and efficient digital format for maintaining corporate records.
Standard Binder Minute Book & Bylaws: Available for $199, catering to those who prefer traditional physical records.
Premium Binder Minute Book & Bylaws: Priced at $249, this option includes additional features and higher quality materials for a more comprehensive physical record.