Corporate supplies: minute book binder, seal and share certificates

Corporate minute book binder, seal and certificates: what's in a kit

A corporate kit is the physical side of a corporation's records. It is not a legal requirement in itself; it is a way to store and present the documents every corporation has to keep. A typical kit contains three items, and you can order them together or one at a time.

Kits differ in finish and contents. Some include a slipcase, extra divider sets, index pages or a register of certificates. What matters is that the binder holds the records a corporation keeps, in an order that makes them easy to find for an accountant, a bank, a buyer or an auditor.

The minute book binder and its sections

A corporate minute book binder is organized around the records the governing statute requires. The exact list depends on the jurisdiction, but the sections below are common to most Canadian corporations.

• Certificate and Articles of incorporationArticles of incorporationDocument filed with the registry setting the name, share capital, number of directors and restrictions.See definition →: the certificate of incorporation, the articles and every amendment.
• Bylaws: the general bylaw and any later bylaws.
• Minutes and resolutionsresolutionsFormal decision of directors or shareholders, recorded in the minute book.See definition →: the minutes of meetings and the written resolutions of directors and shareholders, in date order.
• Registers: the securities register (shareholders and transfers), the register of directors and officers and, where required, the register of individuals with significant control.
• Government filings: copies of annual returns, notices of change and the extra-provincial registrations.
• Agreements: a copy of the shareholder agreementshareholder agreementContract governing relations between shareholders: voting, share transfers, exits, disputes.See definition → and any unanimous shareholder agreement.

The binder is designed to hold printed copies of the documents in your Incorpo digital minute book. The digital version remains the one we update as you file and sign: when you issue shares, change directors or file an annual return, the new documents appear there first, and you can print them for the binder.

Keeping the minute book current, on paper or online

A binder is only as useful as what is in it. Corporations are expected to keep their records at the registered office, or at another place the statute allows, and to keep them up to date as decisions are made. Federal rule for the registered office: Registered office required in the Canadian province specified in the articlessource.

• Significant control register. Federal: Yes, since June 2019source. Ontario: Mandatory register of individuals with significant control, kept at the registered officesource. Quebec (ultimate beneficiaries): Ultimate beneficiaries must be declared by for-profit legal persons, sole proprietorships, partnerships and commercial trustssource.
• After each decision: a signed resolution or minutes, filed in the right section on the day it is adopted.
• After each share issue or transfer: the securities register updated, and any certificate issued or cancelled to match.
• After each government filing: a copy of the annual return or notice of change, so the minute book and the public registry tell the same story.

Many minute books fall behind because nobody owns the task. Keeping the digital minute book as the working copy, and printing for the binder at set moments such as year-end, is one way to keep paper and digital in step. Your accountant may also ask for the updated registers when preparing the corporate tax return.

Is a corporate seal still required?

In most cases, no. The federal statute and most provincial and territorial corporate statutes make the corporate seal optional: a corporation may have one, but a document signed on its behalf by an authorized person is not invalid merely because no seal is affixed. Most corporations today sign contracts, resolutions and certificates without one.

A corporate seal is the corporation's own mark. It bears the corporation's registered name and is not a government stamp: it does not certify a document, give it legal force on its own or replace a signature. It only shows that the document was executed by the corporation, alongside the signatures of the people authorized to sign.

The seal survives for practical reasons rather than legal ones. Some counterparties still ask for a seal impression on certain documents, out of habit or because of their own procedures.

• Some banks and lenders on certain account-opening, borrowing or security documents.
• Foreign authorities, notaries or registries, where a seal is customary in their legal system.
• Older forms and precedents that still include a space marked for the seal.
• Corporations whose own bylaws or articles provide for a seal to be used on certain documents.

If your bylaws mention a seal, check whether they require it or only allow it. Whether a particular transaction calls for a seal is a question for the person preparing the documents or your lawyer; ordering one is a convenience, not a compliance step.

Share certificates: printed or uncertificated

Canadian corporate statutes generally allow shares to be issued with a certificate or without one. In both cases, the reference is the securities register in the minute book: it records who owns which shares. A certificate is evidence of that ownership; it does not replace the register.

Certificates of a private corporation usually carry a notice of the restrictions on share transfers set out in the articles, so that anyone who sees the certificate knows the shares cannot be sold freely. When shares are transferred, the old certificate is cancelled, kept in the minute book, and a new one is issued to the buyer.

Printed certificates are filled in from the securities register: certificate number, holder, class and number of shares, date of issue, and the signatures of the authorized officers or directors. If you order printed certificates, the details on them should match your register exactly; Incorpo prepares them from the register in your account.

Delivery times

Corporate supplies are made to order: the binder and the seal carry your corporation's exact registered name, and share certificates carry the details from your register. Production therefore starts once the corporation exists and its name is final, not while the incorporation is still being processed.

The time to receive your kit depends on the items you order and your delivery address. We do not publish a fixed delivery time on this page; the estimate is shown before you pay, and you can follow the order from your account.

Who orders a physical corporate kit?

A digital minute book covers the legal need for most corporations. A physical kit is a matter of preference and of the people you deal with. Owners who order one often fall into one of these situations.

• An accountant or lawyer who prefers to review the records on paper at year-end.
• A bank, lender or buyer that asks for original certificates or a seal impression.
• Several shareholders who each want a printed certificate for their shares.
• A family business where the minute book is passed on and kept at the office.
• Owners who simply want a physical copy of their corporation's records.