Corporate minute books in Alberta

Why do I need minute book for my corporation in Alberta?

Anna Dunaeva DLegal Anna Dunaeva July 11, 2020

What is a minute book?

A corporate minute book means all official records of a corporation. A minute book usually looks like a binder, because it is more convenient to store corporate documents this way. However, the substance prevails over the form, and one can keep all required corporate records in a box, in a drawer, or otherwise.

What goes in a corporate minute book?

In essence, a minute book contains records of all material corporate dealings. Pursuant to the Alberta Business Corporations Act, all Alberta corporations shall maintain the following corporate records:

  1. Articles and bylaws, including all amendments;
  2. A copy of any unanimous shareholder agreement, with all amendments;
  3. Minutes of meetings and resolutions of shareholders;
  4. Copies of all notices of appointment and change of directors;
  5. A securities register;
  6. Copies of the financial statements and reports;
  7. A register of disclosures.

Likewise, a corporation shall maintain:

  1. Information on appointment and resignation of directors and officers;
  2. Changes in the registered office address of the corporation;
  3. The addresses of directors, officers, and shareholders;
  4. Records of issuances and transfers of shares;
  5. Adequate accounting records; and
  6. Records containing minutes of meetings and resolutions of the directors and any committee of the directors.

Do I need a minute book for my corporation?

According to the Alberta Business Corporations Act, all provincial corporations shall maintain proper corporate records. Canada Business Corporations Act has similar requirements for federally incorporated companies. Failure to maintain accurate corporate records is an offense and may result in penalties.

Why is it essential to have a current corporate minute book?

Aside from penalties for failure to keep your minute book, it is vital to maintain excellent corporate records because you will need to provide them on many occasions. No serious business transaction can proceed with corporate diligence (and checking your minute book), whether you are getting new financing, selling all or part of your shares or business, making a considerable investment, or planning an expansion. Minute books can be reviewed as part of a CRA or business audit, or in the course of litigation when you need to confirm that your corporation acted properly.

Failure to maintain accurate corporate records may result in adverse tax consequences, interruption of business due to CRA investigations, delays with finalizing important transactions, expensive court claims from shareholders, fines for non-compliance, or cancellation of the corporation due to failure to provide timely government filings.

Keeping your minute book up-to-date will save your time, efforts, and legal fees eventually. Otherwise, you will need to recreate your corporate records from scratch when you are particularly busy and cannot recall details of your corporate dealings.

Timely updates of a corporate minute book are vital for former and succeeding directors. If resignations of former directors were not appropriately documented, new directors might remain accountable for certain acts of their successors. Similarly, succeeding directors will not have sufficient information on the corporation’s past dealings and will have issues with rectifying them.

How do you maintain a corporate minute book?

No matter what size your business and whether you are registered provincially or federally, you need up-to-date, concise, and clear corporate records. For convenience, a minute book might be divided into sections containing the documents listed and an accompanying index. Many businesses also keep an electronic copy of the minute book.

Unfortunately, most entrepreneurs are busy and put a minute book to the end of their list. Quite often, when clients come to us for the first time, their minute book is outdated or does not exist at all. If you get in the habit of papering corporate transactions right away and keeping your records current, it really will not be as painful as you might think.

Where do you keep a minute book for your corporation?

Under the Alberta Business Corporations Act, the minute book shall be kept at the registered office of a corporation, or another location in Alberta the directors think fit. Many businesses prefer lawyers to create, update, and store their corporate minute books.

Why lawyers keep corporate minute books?

Trusting your corporate records to a law office means that your minute book will be kept safely, and in compliance with the law, your corporate documents will be accurate, and updates will be done timely.

At DLegal Law Office, we keep your minute book in safe storage and perform online backups, to make sure that your minute book does not get misplaced or destroyed or that an unauthorized person does not get access to it. DLegal will keep the minute book of your corporation current and complete updates timely to ensure that your corporate records meet the standards. We are offering flat rates for the maintenance of standard minute books, so you always know what to expect. Contact DLegal Law Office today to see how easy it is to have your corporate records precise and up-to-date!


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