Corporate Governance Lawyer

Minute Book Maintenance

Our business lawyer and corporate lawyer can assist your company with corporate governance. Our business lawyer offers flexible schedules, reasonable rates, and efficient legal services across the Greater Toronto Area, including Mississauga, Oakville, Brampton, Milton, Burlington, Halton, Kitchener, Waterloo, Guelph, Vaughan, Newmarket, and North York.

What is Corporate Governance?

Corporate governance refers to the procedures through which a corporation is directed and controlled. It is important to ensure that a corporation's minute book is kept up-to-date during the life of a business.

Minute Book Updates and Maintenance

It is important update and maintain a corporation's minute book for a variety of reasons. Some reasons as to why a minute book should be updated and maintained include the following:

• When a corporation's minute book is deficient, that usually means that the corporation has not met all the regulatory requirements of the relevant governing statute, which can be detrimental to the company.
• Stakeholders may require an update on the corporate records.
• A corporation undergoing financing or the sale of its business, may run into due diligence issues, which can delay the process and embarrass the directors of the company.

It is important for a corporation to maintain its minute book, so that it does not become deficient. The cost of rectifying corporate minute book deficiencies can sometimes be more costly than maintaining the minute book during the life of the corporation.

Minute Book Deficiencies

Often, a corporation's minute book is deficient in some way. Some examples of deficiencies include the following:

• Director and/or officer information has not been updated and the appropriate resolutions electing such directors and/or officers is not included.
• A corporation's registered address has changed without a resolution authorizing the change.
• Shares have been issued without the appropriate notifications and votes being recorded.
• Financial statements have not been approved.
• Annual resolutions following at least the corporation's by-laws have not been recorded in the corporation's minute book.
• The corporation has changed its name without the appropriate director and shareholder resolutions.

Minute Book Rectification

At SLC Law, our corporate lawyer can assist with advising on rectifying minute book deficiencies or other corporate deficiencies. It is best if a corporate lawyer review your minute book at least periodically to identify any minute book deficiencies or other deficiencies in corporate governance, and provide advice relating to rectification of any minute book or other corporate governance deficiencies. 

In Ontario and Canada, a minute book is a record book containing items usually required under the governing statute.