What is a minute book and do I need one?

What goes in a minute book?

A minute book holds the documents that prove who runs and owns the company. Section 140 of Ontario’s Business Corporations Act and section 20 of the CBCA list the records a corporation must keep. In practice, a founder-stage minute book contains:

• the certificate and articles of incorporation, and any amendments;
• the by-laws;
• any unanimous shareholder agreement;
• minutes of meetings and written resolutions of the directors and the shareholders;
• a register of directors and officers;
• a securities register showing every share issued and transferred (section 141 of the OBCA, section 50 of the CBCA);
• a register of individuals with significant control;
• copies of filings with the government, such as annual returns and notices of change.

Accounting records are kept too, though usually with your bookkeeper rather than in the minute book itself.

Do small startups really need one?

Yes. The requirement applies to every corporation, regardless of size. It’s also how you prove ownership. If a cofounder disputes how many shares they hold, the securities register and the resolutions issuing those shares are the evidence.

Most early-stage companies make decisions by written resolution instead of holding meetings. Section 117 (directors) and section 142 (shareholders) of the CBCA, and the Ontario equivalents, make a resolution signed by everyone entitled to vote as valid as one passed at a meeting. Those signed resolutions go in the minute book. See shareholder resolution vs directors’ resolution.

Can the minute book be digital?

Yes. Both statutes allow records to be kept in electronic form, as long as they can be produced in readable form within a reasonable time. Most startups now keep a digital minute book, with signed PDFs and a securities register that matches the cap table.

Where does it have to be kept, and who can see it?

An Ontario corporation keeps its records at its registered office or another place in Ontario the directors designate. A federal corporation keeps them at its registered office or another place in Canada. Directors can inspect all of the records. Shareholders and creditors have rights to inspect some of them, such as the articles, by-laws, minutes of shareholder meetings and the securities register, but not the directors’ minutes.

Why do investors ask for it first?

Because the minute book is where gaps show up. In due diligence, investors check that every share on the cap table was approved by the board and recorded in the securities register, that directors were properly elected and that the significant control register exists. Online incorporations often skip the organizational resolutions and the first share issuance entirely.

What if mine is missing or incomplete?

It can usually be rebuilt. A lawyer reviews the government filings, gathers what was signed, and prepares ratifying resolutions confirming earlier decisions, such as the original share issuance. The sooner that’s done, the easier it is, because the people who need to sign are still around and still agree.

Our incorporation package includes a digital minute book, starting at $600. For an existing company, our investor due diligence prep reviews the records and lists the gaps and fixes, starting at $1,480. See fees.

This guide is general information about Ontario and Canadian law, not legal advice for your situation. To talk through your company’s records, book a free 15-minute consult.