A corporate minute book is important to your company. It maintains a record of the significant decisions, rules, and regulations of your company. It mentions key persons in the company and their responsibilities. It can reveal information about shareholders and other corporate affiliations.
Your corporate minute book should present an accurate record of major happenings and events in your company. The book should mention actions approved by the board. It can answer questions that potential investors may ask about the corporation. It provides a compilation of business and legal information about your company.
When your board meets, a designated secretary should record the minutes of the meeting. The recorded minutes will highlight important discussions or resolutions of the board. The minutes will be reviewed and approved by the board, signed by the secretary, and placed in the minute book for record and documentation.
All Canadian provinces and territories require that a corporation holds at least one corporate meeting a year. This meeting needs to be put in writing and recorded in the minute book to ensure corporate formalities have been performed correctly. Your articles, bylaws, and minutes should be kept permanently throughout the life of your corporation.
Having up-to-date, accurate, and concise records of all board actions will help you maintain appropriate corporate and legal protocols in conducting business. A well maintained and organized minute book should have the following items:
- Certification of Incorporation: You should keep a file-stamped copy of the Certification & Articles of Incorporation, as well as future amendments that are filed in your designated state of incorporation.
- A Listing of Bylaws: You should include all bylaws of your corporation, as well as any amendments to your bylaws.
- A Listing of Board of Directors: You should list all members of your board of directors and actions to appoint board members
Minutes of Meeting: You should include the minutes of all meetings, and they should be signed by the secretary of the particular meeting.
- Written Consents/Actions by the Board: You should keep all written consents of approved and executed actions by all Board members.
- Involvement of Stockholders: All actions taken and executed by stockholders should be documented and detailed in the minute book.
- It is important that your corporation keeps accurate records of your business meetings. Your minute book can help you keep your records straight and correct. In the future, you might be asked to document or provide evidence of certain actions by the board, financing concerns, or other issues that may arise that need documented proof of existence.
You can keep an electronically filed copy of the minute book that can be easily viewed by key members of your corporation.
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Why Your Company Needs a Corporate Minute Book?
- Maintaining a minute book is required by law for all corporations in Canada.
- It’s required by the Canada Revenue Agency (CRA)
- Failure to comply with this obligation can lead to fines of $25,000
- Helps to protect your corporate status
- Failing to maintain adequate corporate records exposes your corporation to serious risks
- Failing to keep corporate records can result in the loss of shareholders and directors’ protection of personal assets.