- A minute book typically holds: - The corporation's articles of incorporation and any amendments.
- None of these is automatically "correct" for every corporation — it depends on how actively the corporation's structure changes (new shareholders, new share classes, financing rounds)…
- An incomplete minute book rarely causes a problem on a quiet Tuesday.
Every Ontario corporation is required to maintain a minute book — the collection of articles, by-laws, minutes, resolutions, and registers that documents the corporation's governance history. What's less obvious is who should actually keep custody of it: the owner, the accountant, or the lawyer who set the corporation up. It's a question a lot of small business owners never really decide on purpose — the minute book just ends up wherever it happened to land after incorporation.
That default can quietly become a problem. This article walks through the options and what actually matters when you're choosing.
What the Minute Book Actually Contains
A minute book typically holds:
- The corporation's articles of incorporation and any amendments.
- Its by-laws.
- Minutes and resolutions of directors' and shareholders' meetings.
- Registers of directors, officers, and shareholders (or securities generally).
- Share certificates and related transfer records.
It is, in effect, the corporation's legal diary — and an out-of-date or incomplete one is one of the most common problems that surfaces when a corporation goes through financing or a sale.
Three Common Custodians
| Custodian | Typical advantages | Typical drawbacks |
|---|---|---|
| The business owner | Immediate access; no ongoing cost | Records often fall behind once day-to-day operations take priority; no professional check that resolutions are properly drafted |
| The accountant | Often already handling year-end filings and aware of corporate changes | Accountants are generally not positioned to draft legally sound resolutions or catch governance issues |
| The lawyer | Positioned to draft resolutions correctly, flag governance gaps, and keep the book current alongside other corporate filings | Requires an ongoing professional relationship, and access needs to be arranged when the owner needs a document quickly |
None of these is automatically "correct" for every corporation — it depends on how actively the corporation's structure changes (new shareholders, new share classes, financing rounds) and how disciplined the owner is about keeping records current without professional oversight.
Why This Choice Matters More Than It Seems
An incomplete minute book rarely causes a problem on a quiet Tuesday. It becomes urgent the moment someone outside the company needs to review it — a lender doing due diligence before a loan, a buyer's lawyer reviewing the corporation before a sale, or an accountant confirming a transaction was properly authorized for tax purposes. At that point, reconstructing years of missing resolutions under time pressure is a far worse position than having kept the book current all along.
Custody matters here because the person or firm holding the minute book is often the one who notices — or fails to notice — that something is missing. A minute book sitting untouched in a drawer for years tends to stay incomplete; one held by a professional who is actively involved in the corporation's transactions is more likely to be updated as things happen.
A Middle Path: Digital Access With a Professional Custodian
Many corporations now keep their minute book in a digital format, with a lawyer or law firm as the formal custodian but the owner holding ongoing digital access to view (and sometimes update) records between transactions. This tends to combine the benefits of professional oversight — proper resolutions, timely updates when the corporate structure changes — with the practical convenience of the owner not needing to request a physical document every time they need to check something.
Red Flags That Your Minute Book Isn't Being Properly Maintained
- [ ] No one can say with confidence where the physical or digital minute book currently is
- [ ] The last dated resolution or set of minutes is more than a year old, despite the business having changed
- [ ] Share issuances or transfers have happened but were never documented with a resolution or updated share register
- [ ] Directors or officers have changed but the minute book still lists the old ones
- [ ] No one has reviewed the minute book since the corporation was originally set up
If more than one of these applies, it's worth having a lawyer review and bring the minute book current before it becomes urgent.
Frequently asked questions
Is it a legal requirement to have a minute book at all?
Yes — Ontario corporations are required to maintain corporate records, including a register of directors, officers, and shareholders, along with the articles, by-laws, and minutes of meetings.
Can I just keep everything in a folder on my computer myself?
You can, and some owners do — but self-maintained minute books are the ones most likely to be missing properly drafted resolutions for significant decisions (share issuances, dividends, changes in directors), since there's no professional review catching gaps as they occur.
What happens if my minute book is incomplete when I try to sell the business?
A buyer's lawyer will typically flag gaps during due diligence, which can slow down or complicate a closing while the missing resolutions and records are reconstructed and ratified. It's far more efficient to address gaps before a sale is underway.
Should my accountant and lawyer both have access?
It's common and often useful for both to have some level of access or awareness — the accountant needs to know about changes affecting tax filings, and the lawyer needs to know about changes affecting the corporation's legal structure — but one professional custodian is usually best positioned to keep the actual book current.
This is a corporate question
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