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:
- Articles and bylaws of the corporation, including any amendments. A copy of the unanimous shareholder agreement and any amendments there are also required.
- Minutes of meetings and resolutions of the shareholders and directors of the organization.
- Copies of election notices, appointments, and/or changes to directors.
- A securities register. This needs to be kept with respect to each class or series of securities issued by the corporation.
- Copies of financial statements, records, and information. This should be a thorough and full archive of all applicable documents.
- 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.
