A corporate minute book is the official record of a corporation's existence and governance. Despite the name, it is not a log of conversations — it is a complete, organized archive of every document and decision that affects the corporation's legal status, ownership, and internal rules. Every Canadian corporation is required by statute to maintain one from the day it is incorporated.
The legal requirement
Section 20 of the Canada Business Corporations Act requires federal corporations to maintain specified records at their registered office. Parallel provisions exist in every provincial business corporations act. The statute is specific about what must be kept and who can inspect it — typically directors, shareholders, and in some circumstances creditors or the public.
What goes inside
- Articles of incorporation and any articles of amendment.
- By-laws and any amendments to the by-laws.
- Minutes of meetings and written resolutions of directors.
- Minutes of meetings and written resolutions of shareholders.
- Register of directors — names, addresses, and dates each director joined or left.
- Register of officers — current officers and their positions.
- Register of shareholders — names, addresses, and share holdings.
- Securities register — every issuance, transfer, and cancellation of shares.
- Copies of unanimous shareholder agreements, if any.
- Notices filed with the registry (changes of directors, registered office, etc.).
Whose job is it to keep it
Legal responsibility rests with the directors of the corporation. In practice, the minute book is usually maintained at the corporation's registered office, or by a third party retained to act as the corporation's record keeper. Whether it lives in a physical binder or as a cloud-based digital record doesn't matter — what matters is that it is complete, current, and accessible when it needs to be inspected.
What happens if there isn't one
A missing or incomplete minute book rarely causes a problem day-to-day. The problem shows up at inflection points: selling the business, raising financing, onboarding a new shareholder, or responding to a CRA audit. At each of these moments, the other side will ask for the minute book and will not proceed until it is in order.
Reconstructing a minute book years after the fact is expensive and sometimes impossible — directors may no longer be available to sign backdated resolutions, share issuances may not be cleanly documented, and the corporation's legal history effectively has gaps. In the worst cases, those gaps can derail a transaction or reduce the purchase price.