Setting Up Your Prince Edward island Company Minute Book

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 Prince Edward island 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 Prince Edward island 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 Prince Edward island 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 Prince Edward island corporate minute books include the following documents:

Organizational Resolutions

Register of Directors

Resignation of Director Form

Appointment of Corporate Officers

Resignation of Officer Form

Subscription of Shares

Share Certificate

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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