What goes in a corporation's minute book and is it actually required?

Yes, maintaining a minute book is a legal requirement for Ontario corporations under the Business Corporations Act. The minute book is the corporation's official internal record and typically contains: the certificate and articles of incorporation; the bylaws; the register of directors and officers (with addresses and dates of appointment/resignation); the securities register (who owns which shares and when they were issued); and copies of resolutions and minutes of shareholder and director meetings.

In practice, many owner-managed corporations hold minimal formal meetings — a sole director-shareholder may make decisions without convening a meeting. The law allows for written resolutions signed by all entitled parties in lieu of a formal meeting, which is the norm in small private corporations. Those signed resolutions (approving financial statements, declaring dividends, changing officers, etc.) still need to be kept in the minute book.

An up-to-date minute book is essential when you sell shares, apply for financing, bring in a partner, or undergo a CRA audit. A disorganized or empty minute book can raise questions about whether the corporation was properly maintained, which can affect corporate credibility and deals. Most lawyers recommend an annual review with your professional to keep the book current.