If you have been managing a company or starting a company, you may be familiar with the term “corporate minute book”. However, it is easy to forget what a corporate minute book needs to contain and what its purpose is exactly.
To start, a corporate minute book contains all the essential organizational documents pertaining to an
incorporated company. In British Columbia, under the Business Corporations Act, every company must
have a corporate minute book. Under section 42 of the Act, there are specific requirements that must
be met for your corporate minute book to be in good standing.
At a bare minimum, your corporate record book should include the following:
1) Certificate of Incorporation
2) Articles of Incorporation
3) Register of directors
4) Register of shareholders
5) Share Certificates (if applicable)
6) Director Consents
7) Forms filed with government entities such as annual reports
8) Documents relating to any changes to directors including forms filed with the BC Registry to
change the number of directors and shareholder resolutions approving a change in directors
9) Minutes of every meeting of shareholders and directors
10) Resolutions of shareholders
Depending on the type of company and the history of the company, there may be a need for further
documents to be put into your corporate minute book. Speak to your lawyer for further details.
It is important to keep your minute book up to date as it is required by legislation and failure to do so
can cause your company to face significant financial penalties. There is also the possibility of directors
being found liable for non-compliance with the legislation. Even if you are not fined or facing significant
penalties, it can be costly to update your minute books to bring them back into order. This can impact
your ability to sell or otherwise deal with your company in the future.
There is a lot of work that goes into maintaining a minute book and ensuring it is properly stored. If you
find yourself falling behind, consider having your lawyer manage your minute book for you so you can
take some of the worries of running your business off your shoulders.