A corporation is legally required to maintain a minute book. But what is a minute book?
Well, simply put, it’s a binder containing key corporate documents such as the Certificate of Incorporation, Articles of Incorporation, by-laws, notices, director’s resolutions, shareholder resolutions, share certificates and other records. The minute book, when properly put together, can tell a story about who is running the corporation, who owns the corporation, what the operational corporate rules are and how the corporation generally looks from a financial perspective.
Most people enlist the aid of a law firm to incorporate their business and initially prepare a minute book. From there a corporation generally either appoints a law firm as its records office and pays a yearly fee to have the minute book maintained or the corporation retains the minute book itself and its maintenance is left to, say, the corporation’s sole shareholder. If the law firm keeps it, you can rest assured that your minute book will stay up to date; however, there is a cost for this service and for some corporations that cost simply is not in the budget when starting out. If the corporation keeps it, you are going to save that additional cost; however, someone needs to figure out what needs to be done to maintain the minute book and be sure to keep it up to date.
Many small corporations choose to maintain the minute book itself – and that’s just fine. The only problem is that the minute book often just gets stuffed in a closet and ignored until a major change to the corporation, such as the sale of the business, occurs. A well-managed and professional business is inherently more attractive and valuable than one that has ignored its record keeping – properly maintaining your minute book is one of the ways that business owners can maximize their business’ worth.
Here are some tips to help you protect your investment once you have incorporated and received the minute book for ongoing maintenance:
- Keep the minute book at the place you have identified as your registered/records office. The Business Corporations Act (Alberta) requires it.
- Don’t borrow documents from your minute book thinking that you will put them back later. We often see minute books with documents (which were once there) missing. Make your copy and get the document back in the book before it disappears.
- File your annual returns and put them behind the “Returns” tab of your minute book. Note that each year the Alberta Corporate Registry will send you a partially completed annual return to your registered office with plenty of time for you to get it filed. Corporations are generally good about getting the filing done (your corporation will be dissolved if you don’t) but the filed return often does not make it into your records – try to make it a practice to file it in the minute book.
- Annually elect the corporation’s director(s) by a shareholder’s resolution. It is a good idea to create the form of resolution you will use then make several copies and keep them behind the appropriate tab in your minute book so that you simply need to fill in the blanks each year. Note also that you will want to update your register of directors when any changes respecting the directors occurs.
- In each year the directors of a corporation approve the corporate financial statements by resolution. Again, adopt a standard form for this and place a number of copies in the minute book to be filled out as required.
- Each year the shareholders of a corporation must pass a resolution to either appoint an auditor or dispense with the appointment of an auditor. Small corporations, particularly when the shareholders are active in the business, tend to dispense with the appointment an auditor. Create a form of resolution and include copies in the minute book to be used when required.
These tips relate to requirements that must be met by all corporations on an ongoing basis. If your corporation is going to undergo a material change, such as the issuance of shares, it is prudent to meet with your lawyer to discuss your goals and assess how to best proceed.
If you have questions about minute book requirements or any other issues that your corporation may be facing, please feel free to contact Lift Legal in St. Albert. We are also happy to maintain your minute book for you and/or to prepare the standard forms of resolutions noted above.