If you've recently incorporated, you may have heard the term "minute book" thrown around by your accountant or lawyer. It sounds formal and slightly intimidating — and yes, it is actually a legal requirement. Here's what it is, what goes in it, and why you shouldn't skip it.
What Is a Minute Book?
A minute book is the official corporate record of your corporation. Think of it as your company's legal diary — it documents every important decision made by the directors and shareholders of the corporation. The name comes from the corporate "minutes" (a written record of meetings or resolutions), not from the time unit.
Under the Canada Business Corporations Act (federal) and equivalent provincial legislation, every corporation is legally required to maintain a minute book and keep it reasonably up to date.
What Goes in a Minute Book?
- Certificate and Articles of Incorporation — the foundational documents from when you incorporated
- Corporate bylaws — the rules governing how the corporation is run
- Register of directors — names, addresses, and dates of appointment/resignation
- Register of shareholders — who owns shares, how many, and what class
- Share certificate ledger — the issued share certificates
- Minutes of organizational meeting — your first directors' meeting where you passed resolutions to appoint officers, issue shares, and adopt bylaws
- Annual resolutions — a written resolution passed each year approving the prior year's financial statements and re-appointing the accountant
- Special resolutions — any major decisions (amending articles, approving a share buyback, changing the company name, etc.)
Does It Have to Be Physical?
Historically, minute books were physical binders kept at the corporation's registered office. Today, most provincial and federal legislation permits digital minute books — stored securely in cloud-based systems — as long as they can be produced when required. Startcorp's Standard and CPA Launch packages include digital minute book setup.
Where it must be kept: Under the CBCA, the corporation's records must be kept at its registered office or at another location in Canada designated by the directors. They must be available for inspection by directors and shareholders.
What Happens If You Don't Have One?
Several things — none of them good:
- Banks may refuse to open accounts or process transactions without being able to verify signing authority from corporate resolutions
- Real estate transactions can stall — lawyers require corporate records to close deals involving a corporation
- Due diligence for investors or buyers will surface the gap immediately and raise red flags about how the business has been run
- CRA audits can become more complicated when corporate records don't support the business's structure and decisions
- Technical non-compliance with corporate legislation — though prosecution of small corporations for this alone is rare, it can affect your ability to rely on the corporate structure when you need it
How Often Do You Update It?
At minimum, once per year. Annual resolutions should be passed within 18 months of incorporation and within 15 months of the previous annual resolution. Any time you make a significant corporate decision — adding a director, issuing new shares, amending your bylaws, changing your registered office — a resolution should be passed and documented in the minute book.
CPA Tip: Set a recurring annual reminder at the same time you prepare your T2 corporate return. Your accountant will need the prior year's financial statements approved by resolution anyway — it's the natural moment to keep your minute book current.
Getting Started
If you incorporated with Startcorp and chose the Standard or CPA Launch package, your digital minute book was set up as part of your incorporation. If you incorporated elsewhere and haven't set one up, the good news is that a CPA or paralegal can help you reconstruct the records retroactively — it's not ideal, but it's very common and completely fixable.
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