Digital minute book for your corporation

What a minute book must contain

Corporate statutes list the records every corporation keeps. The wording varies by jurisdiction, but a complete minute bookminute bookOfficial record holding a corporation’s articles, by-laws, resolutions and registers.See definition → usually covers the same core documents:

• Constating documents: the certificate and Articles of incorporationArticles of incorporationDocument filed with the registry setting the name, share capital, number of directors and restrictions.See definition → of incorporation, plus any articles of amendment, amalgamation or continuance.
• By-laws: the internal rules on meetings, officers, signing authority and banking.
• Minutes and resolutionsresolutionsFormal decision of directors or shareholders, recorded in the minute book.See definition →: every meeting or written resolution of the directors and of the shareholders, starting with the organizational resolutions.
• Registers: directors, officers, securities (shareholders and transfers) and individuals with significant control.
• Share certificates: issued, cancelled and transferred, or a record that shares are uncertificated.
• Agreements: a shareholders' agreementshareholders' agreementContract governing relations between shareholders: voting, share transfers, exits, disputes.See definition → and other documents that affect the shares.

The minute book is kept at the registered office, or another place the directors designate where the statute allows it. Every jurisdiction requires a registered office:

• Federal: Registered office required in the Canadian province specified in the articlessource.
• Quebec: Head office must be in Québecsource.
• Ontario: Registered office in Ontario required at all timessource.
• British Columbia: Registered office and records office required in B.C.source.
• Alberta: Registered office must be a physical location in Albertasource.

Why the minute book matters

The minute book is the corporation's memory. It proves who the directors are, who owns the shares and what was decided, and third parties rely on it for exactly that.

• Banks and lenders ask for the articles, the by-laws and a resolution naming the signing officers before opening an account or granting credit.
• The CRA can ask for the resolution that declared a dividend or approved a bonus when it reviews the corporation's or a shareholder's return.
• Buyers and investors review the minute book during due diligence; gaps in the share register or missing approvals delay or reduce a deal.
• Shareholders can rely on it to show their ownership, for example in a dispute or an estate.

Annual resolutions and meetings

Most private corporations do not hold physical meetings. Statutes generally let directors and shareholders act by written resolution signed by all of them, which has the same effect as a meeting. Each year, the minute book typically gains:

• Directors' resolutions approving the financial statements and, where applicable, declaring dividendsdividendsShare of profits paid to shareholders by board resolution.See definition → or approving salaries and bonuses.
• Shareholders' resolutions receiving the financial statements, electing or confirming the directors, and appointing an accountant or, where the statute allows it with the consent of all shareholders, waiving the audit.
• Resolutions for specific events during the year: issuing or transferring shares, changing the registered office, opening a bank account or signing a major contract.

These resolutions are separate from the annual returnannual returnMandatory yearly filing with the registry, separate from the tax return. Missing it can lead to dissolution.See definition → filed with the registry. The return updates the public file; the resolutions record decisions inside the corporation. Missing years can usually be caught up, but a gap often surfaces at the worst moment: a bank loan, a due diligence review or a CRA audit.

Registers: directors, shareholders, ISC

The registers are the part of the minute book that changes most often. The directors' register lists each director with address and start and end dates. The securities register shows who holds which shares, of which class, since when, and every transfer. The register of individuals with significant control (ISC) identifies the people who ultimately own or control the corporation.

• Federal: Yes, since June 2019source. Threshold: 25% or more of voting shares or of shares by fair market value, or control in factsource.
• Quebec: Ultimate beneficiaries must be declared by for-profit legal persons, sole proprietorships, partnerships and commercial trustssource.
• Ontario: Mandatory register of individuals with significant control, kept at the registered officesource.
• British Columbia: Mandatory for B.C. private companies since Oct. 1, 2020source.
• Alberta: No ISC register: the records a corporation must keep (s. 21(1)) do not include a register of individuals with significant controlsource.
• Saskatchewan: Mandatorysource.
• Manitoba: Mandatorysource.
• New Brunswick: Required since June 10, 2022source.
• Nova Scotia: Required (since 2020), kept at the registered office or another place in Nova Scotiasource.
• Prince Edward Island: Required, kept at the registered office or another place in PEIsource.
• Newfoundland and Labrador: Requiredsource.
• Yukon: Required since 2025-06-01; register to be created by 2026-06-01source.

The rule for the Northwest Territories and Nunavut is being verified. Some jurisdictions also require the information to be filed with the registry, not just kept. Federal filing: Yes, since January 22, 2024source. Timing: Annually with the annual return; within 15 days of a change; on incorporation (30 days after amalgamation/continuance)source. In Quebec: Yes, since 2023-03-31, filed with the enterprise registersource.

Registers stay accurate when they are updated the day a director changes or shares move, rather than reconstructed at year-end. Some changes must also be reported to the registry within a short period; for a change of directors, federally: Within 15 dayssource. In Ontario: Within 15 days after the changesource.

Paper or digital?

The traditional minute book is a binder with tabs, kept at a law firm or in the office. Corporate statutes generally allow records to be kept in electronic form, provided they can be reproduced in readable form within a reasonable time and are protected against loss and tampering.

A paper minute book is still valid. What matters is that the records are complete, current and available when a shareholder, director or authority is entitled to see them.

Corporate minute book sample: a typical table of contents

1. 1Tab 1: Constating documents Certificate of incorporation, articles, amendments.
2. 2Tab 2: By-laws General by-law and any banking or borrowing by-law.
3. 3Tab 3: Directors' minutes and resolutions Organizational resolutions first, then in date order.
4. 4Tab 4: Shareholders' minutes and resolutions Annual resolutions and special resolutions.
5. 5Tab 5: Registers Directors, officers, securities, transfers and individuals with significant control.
6. 6Tab 6: Share certificates Copies of issued certificates and stubs of cancelled ones.
7. 7Tab 7: Agreements and filings Shareholders' agreement, annual returns and notices of change.

How Incorpo's digital minute book works

When you incorporate with a package that includes it, we prepare the by-laws, organizational resolutions, registers and share certificates from your questionnaire answers and place them in your digital minute book, ready to sign online. After that, each change you make through Incorpo, such as a new director, a share issuance or an annual return, adds the matching resolution or register entry. You can also bring an existing corporation: we review its records and set up the digital book from them.