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:
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.
A major decision most business-people face is choosing to buy or lease their business space.…
POP QUIZ! TRUE OR FALSE: a) Lawyers are too expensive. b) Lawyers use big words…
Upon the breakup of a relationship, one or both partners may be entitled to claim…
I am buying a home! What should be in my purchase agreement? Although most real…
Does my corporation need a formal minute book? A corporation is legally required to maintain…
Having your estate in order for those you leave behind is of the utmost importance.…