Minute book
Livre des minutes · noun · also “corporate records book”
The minute book is a corporation’s official record: articles, by-laws, minutes and resolutions of directors and shareholders, and the registers of directors, shareholders and securities. Keeping one is required under the CBCA and provincial statutes; it can be kept digitally.
Reviewed by David Roy · Updated [date] · Sources: LCSA art. 20, LSAQ art. 31Concrete example
Amélie incorporates Atelier Nordique Inc. on March 3. Within 60 days she adopts by-laws, appoints officers and issues 100 common shares: three signed resolutions, filed in the minute book. In December, the dividend resolution is added. When her bank asks for “the minute book”, she exports the full PDF from her dashboard.
What’s in a minute book
- Articles of incorporation — and the certificate
- By-laws — internal rules
- Minutes and resolutions — directors and shareholders
- Register of directors — with start and end dates
- Register of shareholders — and share transfers
- Share certificates — or securities register
Why it matters
Without an up-to-date minute book, a corporation risks penalties, challenged decisions (an unresolved dividend is a contestable one) and roadblocks in financing, a sale or a tax audit.