February 15th 2023
When deciding to incorporate, it is essential to understand what is involved in the maintenance of your corporate records and filing obligations. Failing to file necessary documents can prevent you from obtaining ministry accounts, and could result in the involuntary dissolution and or fining of your corporation for non-compliance. This article reviews corporate minute books and discusses ways you can stay organized to ensure optimal performance for your corporation.
Corporate records must be maintained by all federal and provincially incorporated companies. Typically, a minute book is the most convenient way to achieve this. A minute book serves as an organized way to record the company’s significant activities. Keeping your corporation in good standing and following all requirements under the Ontario Business Corporation Act R.S.O 1990 or federally under the Canada Business Corporations Act is required to prevent involuntary dissolution.
Creditors, shareholders, or the government will at some point require information that can be properly organized in a minute book. This includes a review of the articles of incorporation, articles of amendment, by-laws and their amendments, any unanimous shareholder agreement, minutes of meetings, forms filed and shareholder resolutions. For this reason, keeping track of changes and knowing the status of the 
corporation at any time can save a good deal of trouble when the need for a review arises. Other important reasons that a well-maintained minute book is essential relates to the appointment or waiving of auditors, recording of dividends, and sharing this information to prospective investors or purchasers of your business.
It is important to note that shareholders and directors have the right to review the corporate minute book at any time. It is important to discuss with your corporate law professional whether your minute book can be prepared and maintained virtually (“Virtual Minute Book”). Having an up-to-date Virtual Minute Book that is accessible 24/7 is useful when dealing with third parties, as these entities will request corporate records as part of their due diligence. A well-organized Virtual Minute Book where contents can be accessed digitally may increase the likelihood of smooth dealings when seeking financing or investments for the corporation. It will improve the experience of prospective investors who must consider whether or not to move forward with a transaction for your corporation.
.jpeg)
When growing your business, it is easy to overlook the need for good corporate record-keeping. However, the minimal expense of maintaining your corporate minute book will pale in comparison to the cost you might face if you miss an opportunity for growth simply because you lack the time required to piece together many years of corporate history. At Liddiard Law, we provide an easy and accessible way for yourself, your accountant, directors, shareholders, prospective lenders, and investors to maintain a Virtual Minute Book. If you have a corporation or are thinking about incorporating, be sure to reach out today!
Brock A. Buckley, LLB
Corporate, Real Estate
brock@liddiardlaw.ca
Liddiard Law Professional Corporation