Minute book

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Minute book

The obligation of having a minute book follows from the Loi sur les sociétés par actions du Québec and the Loi canadienne sur les sociétés par actions. The latter require that each corporation maintain a minute book containing various documents and information. We may prepare a minute book complete with the first legal organisation assemblies for you.

We may moreover prepare a minute book for already existing corporations who have not yet established one. An estimate is available on demand.

On the necessity of keeping a minute book

Excerpt from the book La société par actions au Québec, les aspects juridiques, published by Éditions Wilson & Lafleur (2011)

“The corporation is an artificial creature, created on paper.

A fictional being, it does not perform actions on its own, but it is nevertheless engaged by those of its representatives. Its entire structure, for its members as much as in the eyes of third parties, has as concrete existence only that which exists in its writings. And the corporation does not have a voice with which to say, “my shares are divided amongst persons X, Y and Z,” or, “I authorize X to represent me in a given contract.” Of course, its representatives speak for the corporation; but for their voices to effectively become that of the corporation, the latter must recognize this; it must admit being bound by it. Otherwise, what would prevent any individual from pretending to be a shareholder or an authorized representative of a corporation? These allegations would be impossible to verify.

Here is where the books and registries of the corporation come into play. By recording therein all of the information pertinent to the structure and the operations of the corporation, we come to trace a clear image of this corporation: precise contours are delineated around this artificial person, and we render almost tangible its substance.

The corporation is born by virtue of a text, and it lives and manifests itself by texts: this is the only means at its disposition for manifesting itself a real, palpable world.”


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