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What is a minute book?

By 18 April 2019Incorporation

In order to comply with the Quebec Business Corporations Act and the Canada Business Corporations Act, every company is required to have a minute book that is updated on a regular basis.

But what is a minute book? What does it contain? This article will attempt to answer these questions.

A brief overview of the minute book

A minute book can take the form of a binder or a bound book.  It is first and foremost a practical tool to organize and preserve all corporate documents concerning a joint-stock company. It also contains a detailed record of the deliberations and resolutions adopted at director and shareholder meetings.

The minute book is sometimes also referred to as the logbook.

What are the “minutes”?

At each meeting of a company’s Board of Directors, an individual will be responsible for preparing written notes (“minutes”, “resolutions” or “minutes of proceedings”) outlining the discussions and any resolutions passed at that meeting.  These “minutes” will then be signed and placed in the minute book.

How is a minute book organized?

A well-organized minute book can be divided into several sections, each containing specific documents:

Incorporation certificate

When a company wants to incorporate at the federal or provincial level, it must file its articles of incorporation with the government. The company’s articles of incorporation contain information such as the company name, the registered office address, the number of directors, the number of shares, voting rights and restrictions on share transfers.  In short, these articles are proof of the company’s existence.

By-laws and regulations

The by-laws define the obligations and rules of internal governance relating to the shareholders, officers and directors of the corporation. Each time a by-law is amended, the minute book must be systematically updated.

Share register

This section contains all the information relating to the company’s shares: who owns what. Issue, transfer, number of shares, type (category) of shares…etc.

Directors’ register

This contains the names and addresses of all past and present directors, with the start date of their term of office and the end date.

Shareholder register

This contains the names and addresses of all shareholders, past and present, with the date on which they became shareholders and the date on which they ceased to be shareholders of the company.

Transfer register

This section contains all the details of the share transfers that took place: who transferred to whom, when and how many shares were transferred.

For flawless minute book management, trust Accès Corporatif

Failure to maintain a minute book in compliance with regulatory requirements can result in significant fines of up to $25,000. In short, a company needs its minute book to be written

Moreover, interested companies can hire the Accès Corporatif team to prepare a complete minute book with the first legal organization meetings and then the annual meetings each year. This is the best way to ensure compliance and avoid unpleasant surprises!