What is a corporate minute book and does my Ontario corporation need one?

A corporate minute book is the official record of your corporation's most important documents and decisions. Under the Ontario Business Corporations Act, every corporation is required to keep certain records: the articles of incorporation, by-laws, a share register listing all shareholders and their holdings, a register of directors, resolutions of shareholders and directors, and financial statements. The minute book is the physical or electronic binder that holds all of these.

If your minute book is missing or out of date, you could face practical problems when you sell the business, bring in investors, apply for financing, or need to prove corporate decisions were properly made. Banks and lawyers routinely ask to review corporate records during transactions. An out-of-date book creates delays and legal fees to reconstruct.

Many small business owners receive their minute book at incorporation but never update it. Every significant decision — approving financial statements, issuing new shares, changing directors, changing officers — should be recorded by resolution and filed in the minute book. A business lawyer can prepare your annual resolutions and keep your records current.