Why Your Corporation Needs to Have A Minute Book

Why Your Corporation Needs to Have A Minute Book Stringam Grande Prairie Lethbridge Medicine Hat Fort McMurray

Not every corporation runs the same way. But every corporation needs to keep up-to-date minute books.

Corporations can be asked to produce a number of documents for a variety of occasions. To remain prepared, corporations – small, medium, and large – should all keep regular records in a thoroughly updated minute book.

Let’s Talk About What A Minute Book Is

A corporate minute book is a binder that contains your company’s records and documentation. Essentially, it’s a thorough and well-kept record of your corporation’s activities.

It also includes the records that are required to be kept under Alberta Law. The specific records the law mandates include:

  1. Articles and bylaws of the corporation, including any amendments. A copy of the unanimous shareholder agreement and any amendments there are also required.
  2. Minutes of meetings and resolutions of the shareholders and directors of the organization.
  3. Copies of election notices, appointments, and/or changes to directors.
  4. A securities register. This needs to be kept with respect to each class or series of securities issued by the corporation.
  5. Copies of financial statements, records, and information. This should be a thorough and full archive of all applicable documents.
  6. Register of disclosures. This is in respect of any director or officer of the corporation who is party to or has a material interest in a party to a material contract or transaction with the corporation.

Corporations must file an annual return with the Registrar of Corporations each year. This involves a record of annual shareholders’ and directors’ meetings.

Other Times You May Need Your Minute Book

  • For An Investor to Review: An investor’s solicitor can request the minute book. Usually, this is done to verify the legitimacy of the company, as well as to ensure all this documentation is available.
  • Getting A Loan: A bank might request this book before approving loan money. The bylaws also dictate what authority the directors and officers have to borrow money.
  • Selling the Company: When a company is being sold, it’s required to show all transactions from incorporation to sale.
  • Making A Real Estate Transaction: Minute books prove ownership. Real estate transactions can’t happen without this proof.
  • Many other specific scenarios can arise in which a party might request your minute book. These situations – while perhaps less common or less generalized – are likely to happen at some point.

Questions About How to Prepare A Minute Book

Stringam can help walk you through this process, as well as ensure it has everything documented as required by Alberta Law. Contact us today to get started.

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