Corporate Minute Book in Canada: What It Must Contain and Why It Matters

A corporate minute book is the set of records every Canadian corporation must keep: its articles, by-laws, minutes and resolutions, and registers of directors, securities and individuals with significant control. In Ontario the list is in section 140 of the Business Corporations Act; federally, sections 20 and 21.1 of the CBCA. It is kept at the registered office.

The government doesn't review your minute book when you incorporate or file an annual return. But banks, buyers, investors, lawyers and the CRA do ask for it, and a missing or incomplete minute book is one of the most common problems found in due diligence. This guide explains what a minute book must contain, who can see it and how to keep it in order.

What is a corporate minute book?

A corporate minute book is the official record of a corporation's existence and decisions. It shows who the directors and shareholders are, which shares were issued and when, and what the board and shareholders decided. The name comes from the bound binders law firms used to keep, but the Acts don't require a binder. Any form works, including digital, as long as the records are complete and protected.

The minute book is separate from your accounting records and tax filings, although the law requires you to keep those too.

What must a minute book contain in Ontario?

Section 140 of the Ontario Business Corporations Act (OBCA) sets out the records an Ontario corporation must prepare and maintain. Minute book Ontario requirements look like this:

In practice, most minute books also hold the certificate of incorporation, directors' consents to act, share certificates or a ledger, and copies of filings with the Ontario Business Registry.

The register of individuals with significant control

Since January 1, 2023, private Ontario corporations must keep a register of individuals with significant control (ISC). An ISC is an individual who holds, owns or controls shares carrying 25% or more of the votes, or 25% or more of the shares by fair market value, or who has influence that would amount to control in fact.

The register records each person's name, date of birth, address, tax residence, the dates they became or stopped being an ISC, and how they control the corporation. You must review it at least once each financial year and record new information within 15 days of learning it. The register is kept by the corporation, not filed with Ontario, and is disclosed on request only to police, tax authorities and certain regulators. A corporation that fails to keep it without reasonable cause faces a fine of up to $5,000.

What does a federal (CBCA) corporation have to keep?

The rules under the Canada Business Corporations Act (CBCA) are similar. Section 20 requires the articles, by-laws and amendments, a copy of any unanimous shareholder agreement, shareholder minutes and resolutions, copies of notices about directors and the registered office, and a securities register. Directors' minutes and adequate accounting records are also required, and accounting records must be kept for six years.

Federal corporations must also keep an ISC register under section 21.1, which has applied since June 2019. Unlike Ontario, federal corporations also file ISC information with Corporations Canada, with the annual return and within 15 days of a change, and some of it is public. See our federal vs provincial incorporation guide for the other differences.

Where must the minute book be kept?

An Ontario corporation keeps its records at its registered office or another place in Ontario chosen by the directors. Records may be kept elsewhere if they can be inspected at the registered office during office hours by electronic means, except the land register, which stays at the registered office.

A federal corporation keeps them at its registered office or another place in Canada. It may keep them outside Canada only if they can be inspected electronically from a place in Canada and the corporation provides technical help.

Who can inspect a corporation's minute book?

Directors' minutes are not on the list for shareholders and creditors. Any shareholder may also ask for one free copy of the articles, by-laws and any unanimous shareholder agreement. Federal rules are similar under CBCA section 21.

Can a minute book be digital?

Yes. Since October 1, 2023, the OBCA says a required record "may be kept in any form". The CBCA allows electronic records as well. Either way, the corporation must take adequate precautions against loss and falsification, and must be able to produce the records in readable form within a reasonable time.

A digital minute book is easier to share with a bank or buyer. The weak point is usually not the format but discipline: signed resolutions saved in email threads or personal drives are as good as missing when you need them.

What happens if your minute book is missing or incomplete?

Most of the time, nothing happens until you need the records. Then the gaps become expensive.

• Sale of the business. A buyer's lawyer will review the minute book to confirm who owns the shares and that past decisions were properly approved.
• Financing. Banks and investors often ask for the minute book, or a certified extract, before lending or investing.
• Tax audits. The CRA may ask for share registers and resolutions to support dividends, salaries and share issuances.
• Disputes. In a disagreement between shareholders, the minute book is the evidence. Under the OBCA, information in a record is admissible as proof unless shown otherwise.
• Offences. Failing to comply with the OBCA without reasonable cause is an offence. Removing or destroying required records, or knowingly recording false information, is prohibited.

Rebuilding a minute book years later means tracking down past directors, reconstructing share issuances and often signing rectifying resolutions. A lawyer should review that work, especially before a sale or financing.

How do you set up a corporate minute book?

1. File the founding documents. Add the certificate and articles of incorporation, plus directors' consents to act.
2. Adopt a general by-law. It covers meetings, officers, signing authority and banking.
3. Issue the first shares. Pass a directors' resolution, record each issue in the securities register and prepare share certificates or a ledger.
4. Appoint officers and set the fiscal year-end by resolution.
5. Open the registers: directors, securities, transfers and individuals with significant control.
6. Add any shareholder agreement, especially a unanimous shareholder agreement.
7. Keep it current. Record every change in directors, shares and control as it happens.

When you incorporate with us, we can prepare your minute book and by-laws and set up your share structure as part of the order. For a federal corporation, see federal incorporation; our pricing page lists the packages. Our guide to Ontario articles of incorporation explains the founding document itself.

What annual resolutions go in the minute book?

An Ontario corporation must hold an annual shareholders' meeting within 18 months of incorporation and then within 15 months of the last one. For most private corporations, written resolutions signed by all voting shareholders replace the meeting. A typical annual package includes:

• Directors' resolution approving the financial statements.
• Shareholders' resolution receiving the financial statements and electing directors.
• Shareholders' consent to exempt the corporation from appointing an auditor for the year. This is allowed for a non-offering corporation only if all shareholders consent in writing.
• Any dividend, bonus or salary resolutions for the year.
• An updated ISC register review.

The annual resolutions are separate from the Ontario annual return, which you file with the Ontario Business Registry. Our Ontario annual return guide covers that filing. Changes to directors or the registered office also need a notice of change within 15 days, and changes to the articles need articles of amendment.