CORPORATE MINUTE BOOK

416-418-0889

brandon@amentlegal.com

Brandon M. Ament, Barrister & Solicitor

The Ontario Business Corporation Act (the "OBCA") requires that specific documents are prepared and kept at the corporation's head office. It is in your corporation's best interest to have a Toronto business lawyer draft and organize your corporate documents.

These documents include:

  • the articles of incorporation and organizational by-laws and all amendments thereto;
  • a copy of any unanimous shareholders' agreement;
  • minutes of meetings and resolutions of shareholders;
  • a transfer register;
  • a securities register;
  • accounting records;
  • minutes of meetings and resolutions of directors; and
  • all notices


Why should I update my minute book?

  • Banking delays - If you do not have a minute book or your  minute book is not updated this can result in delays in responding to bankers who need to see your minute book in order to borrow money.
  • Fines - the OBCA requires a corporation to prepare and maintain a minute book. If your corporation fails to do so, the OBCA can fine your corporation for failing to maintain proper corporate records and government filings.
  • Delays on sale - If you are selling your business the buyer's lawyer will ask to see your corporation's minute book in order to ensure that all corporate documents are recorded properly. If your minute book is not current you will be required to update same. 
  • Lifetime capital gains exemption - you are required to have an updated minute book if you are selling your business and able to take advantage of the lifetime capital gains exemption. Failure to do so could result in you not being eligible for the exemption.
  •  Government audits - Canada Revenue Agency ("CRA") may perform audits of your corporate tax returns. CRA will ask for your corporate minute book. If your minute book does not accurately reflect the business dealings of the corporation you might incur additional expenses.
  • Declaring a dividend - If a shareholder receives a dividend from the corporation it must be recorded in the minute book through a directors' resolution. If you do not properly document dividends to your shareholders, the individual shareholder might end up incurring additional tax expenses due to your minute book not being properly updated.
  • Major corporate events - all major corporate events are required to be documents in resolutions by the directors and/or shareholders. 
  • Annual Resolutions - even if there are no major events, you are required to have annual meetings of the directors and shareholders and record same in your minute book.


In most cases Mr. Ament, Toronto business lawyer, can update your minute book for a flat fee of $300.00 plus HST. Additionally, Mr. Ament, Toronto business lawyer, can draft your annual resolutions for your corporation for a flat fee of $250.00 plus HST per year.