What is a Company Minute Book?
Every corporation in Canada is required to maintain an official record of its activities including records of any annual meetings conducted by the directors and shareholders of the company as well as any change within the corporation such as any change of address, changes in directors, shareholders and/or officers, etc. Such record is normally kept in a book called a “Minute Book”. A Minute Book is typically one of the first documents reviewed when a corporation is seeking to partake in various business transactions, such as selling the company or getting a loan, making it one of the most important books of every corporation.
What Goes in a Minute Book
The very first documents that are included in the Ontario Company minute book are called the “organizational documents of the company”. The documents that will be prepared and inserted in the minute book will be:
General Operating By-law – A by-law is a list of rules. Some of the things that you will find in a by-law are:
How many people must attend at directors and shareholders meetings for the meeting to be validly called
What the procedure is for calling directors and shareholders meetings to ensure it is a valid legal meeting
How many votes are required to approve an item of business at a directors or shareholders meeting
Which directors and officers can sign agreements on behalf of the company and obligate and bind the company under those agreements
What is the procedure for removing a director or officer of a company
How is an officer or director replaced or new officers and directors appointed
Who can borrow money upon the credit of the company
A general operating by-law in most cases sets out the provisions of the statute governing the company but some of those provisions can be varied for the particular circumstances.
All Ontario corporations must have a general operating by-law which is enacted by the directors and confirmed by the shareholders. If you obtain a general operating by-law for your company you will be able to determine how to conduct business properly.
If meetings are held that violate the legal requirements for a meeting you could have issues with this in the future and in particular, in the case where a director or shareholder is objecting to an approval that was put through. If the approval at a meeting was not documented or documented incorrectly it could invalidate that approval and you may be forced to set aside that resolution.
Benefits of a Company Minute Book
A company minute book is a convenient vehicle for the organization and storage of all of your corporate documents. To properly set up your corporation, by-laws must be prepared and executed, shares must be formerly issued with the resulting share certificates, proper resolutions of the shareholders, directors must be approved and the officers and directors must be appointed and an initial filing must be done with the Ontario registries office confirming the officers and directors. Moving forward, annual filings must be done with the Ministry and minutes of directors and shareholder meetings must be prepared annually.
A company minute book will also regularly house a share register showing the names and addresses of all shareholders and details of the shares held. The proper establishment of corporate records and the corporate minute book will aid the ongoing business of the corporation and is imperative should you be audited by Revenue Canada, to obtain bank financing or to sell your corporation in the future. Once again, templates of by-laws and corporate resolutions can be found, but are not necessarily tailored for your individual business and you should therefore consult a corporate lawyer to ensure that your corporate documentation meets your needs.
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What is Included?
Our Ontario corporate minute books include the following documents:
Register of Directors
Resignation of Director Form
Appointment of Corporate Officers
Resignation of Officer Form
Subscription of Shares
Register of Shareholders
Consent and waiver for allotment of shares
Directors’ resolutions approving the allotment of shares
Consent and waiver for transfer of shares.
Shares Transfer Form
Directors’ Resolutions Approving Transfer of Shares
Notice of Organizational Meeting of Incorporators and Directors
Waiver of Notice of Meeting of Incorporators and Directors
Minutes of Organizational Meeting of Board of Directors
Waiver of Notice First Meeting of Shareholders
Minutes First Meeting of Shareholders
Notice to Directors of Regular Board Meeting
Minutes Shareholders Annual Meeting
Minutes Regular Board Meeting
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