Spending a Minute on Minute Books

Corporations in Ontario are required to maintain corporate records, regardless of whether they are incorporated federally orprovincially.  These records are generally kept in a binder referred to as a “Minute Book”. Organization of corporate records in a Minute Book makes them easy to access and review when necessary.  Typically, if a lawyer is retained to incorporate a business, the lawyer will assemble the Minute Book at the time of incorporation.  In addition, lawyers are often asked to keep the corporation’s Minute Book at their offices, and to keep it up-to-date. Examples of records that can be found in a Minute Book include:

1. The articles and the by-laws of the corporation;
2. All amendments made to the articles or by-laws of the corporation;
3. A copy of any unanimous shareholder agreement (where applicable);
4. Minutes of meetings;
5. Resolutions of shareholders and directors;
6. A register of directors;
7. An Officer’s Register;
8. A securities register; and
9. Share certificates.