Corporate and Minute Book Maintenance

What is a Minute Book?

A minute book refers to the record book of a corporation in Ontario and Canada. Whether a corporation is a federally incorporated corporation (federal corporation) or a provincially incorporated corporation (provincial corporation), a minute book is required to maintain records required by the applicable legislation. 

A minute book can be a physical object, such as a binder, that contains the records required to be maintained by the law. Alternatively, and more frequently, a minute book is a term used to refer to an electronic format that maintains the records a corporation is obligated to maintain pursuant to the law.

Section 139(1) of the Ontario Business Corporations Act states the following:

Where this Act requires a record to be kept by a corporation, it may be kept in a bound or looseleaf book or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device.

Do I Need a Minute Book?

As indicated above, a record required to be kept by a corporation pursuant to the Ontario Business Corporations Act or the Canada Business Corporations Act may be kept in a physical bound or looseleaf book (i.e., a minute book) or in an electronic format (i.e., an electronic minute book).

A corporation's minute book is essential for at least the following reasons:

• the Ontario Business Corporations Act requires certain items to be prepared and maintained by the Corporation;
• the information in a minute book could be admissible in evidence as proof, in the absence of evidence to the contrary, of all facts stated therein, before and after dissolution of the corporation; and
• it is good corporate governance to ensure a minute book is prepared and continuously maintained by companies of all sizes. 

Minute Book Maintenance

Your corporation's minute book should be maintained at least yearly. Pursuant to the Ontario Business Corporations Act, a corporation shall prepare and maintain certain items. It is a good idea to speak with your corporate lawyer to discuss maintenance of your minute book, at least on a yearly basis. Contact SLC Law to speak to our corporate lawyer and business lawyer to discuss minute book maintenance.

No Minute Book?

If you do not have a minute book and have been operating a corporation, even if your corporation is a small business, it is best to speak to a corporate lawyer and business lawyer to assist with ensuring compliance with your corporation's governing statute.

How Can SLC Law Assist With Your Minute Book?

At SLC Law, our corporate lawyer / business lawyer can assist with incorporating your company, organizing your minute book, and maintaining your minute book.

Disclaimer: All materials contained on this website should not be construed or relied upon as legal advice. The content of the SLC Law website is provided to you for informational purposes only and should not be construed as legal or other advice on any subject matter. Contact a lawyer or other professional for advice regarding your particular circumstances.