Get a Minute Book for Your Corporation
Both the CBCA and the OBCA require every corporation to maintain corporate records: by-laws, organizational resolutions, share certificates, and the registers of directors, officers, and shareholders. If you incorporated on your own and never organized the corporation, Korporex prepares a complete digital minute book ready for signature.
$399 CAD + applicable tax. Includes 1 class of shares, 1 shareholder, 1 director, and 1 officer. Delivered within 3 to 5 business days.
Each additional class of shares $75; each additional shareholder, director, or officer $50 (+ applicable tax).
Your Corporation
Tell us about the corporation the minute book is for. Copy the details from your Certificate and Articles of Incorporation.
Get a minute book for your corporation
Korporex prepares a complete digital initial minute book for a federal (CBCA) or Ontario (OBCA) corporation that was incorporated without one. From the details you give us about the corporation, its share structure, shareholders, directors and officers, we draft the by-laws, organizational resolutions, share certificates and the registers of directors, officers and shareholders, ready for signature. Delivery is within 3 to 5 business days. For background on what a minute book holds, read our guide on the corporate minute book.
Who this service is for
- Owners who incorporated on their own through Corporations Canada or the Ontario Business Registry and never organized the corporation.
- Corporations that have their Certificate and Articles of Incorporation but no by-laws, organizational resolutions or share certificates on record.
- Corporations with one or several shareholders, directors, officers and classes of shares.
What is included
- By-laws of the corporation.
- Organizational resolutions of the directors and shareholders.
- Share certificates for the shares issued to each shareholder.
- Registers of directors, officers and shareholders.
The base order covers one class of shares, one shareholder, one director and one officer. Additional classes, shareholders, directors and officers can be added in the form. The rights attached to each class of shares are transcribed from your Articles.
What the law requires
Section 20 of the CBCA and section 140 of the OBCA require a corporation to keep its articles and by-laws, the minutes and resolutions of its shareholders and directors, a register of directors and a securities register, along with adequate accounting records. These records are kept at the registered office or another place the directors designate; for an Ontario corporation, that place must be in Ontario. The government issues the Certificate and Articles of Incorporation, but it does not prepare the by-laws, resolutions, certificates or registers.
What you need before you order
- Your Certificate and Articles of Incorporation, for the corporation's name, number, date of incorporation and registered office.
- Each class of shares exactly as it is named in the Articles.
- For each shareholder: name, address, class of shares, number of shares and price per share, and the issue date if it differs from the incorporation date.
- The name and address of each director and officer, each officer's position and, for a federal corporation, whether each director is a resident Canadian.
After delivery
Once the directors and shareholders sign the documents, they form the corporation's minute book. An Ontario corporation that has not yet filed its Initial Return must do so within 60 days of incorporation. Every Korporex incorporation package already includes a standard digital minute book, so this service is for corporations incorporated elsewhere.
Initial minute books: common questions
Is a minute book legally required?+
The CBCA (section 20) and the OBCA (section 140) require every corporation to keep its articles, by-laws, minutes and resolutions, a register of directors and a securities register. The statutes do not use the words minute book, but these records are what a minute book holds. They are kept by the corporation, not filed with the government.
I incorporated myself. Didn't I already get a minute book?+
No. When you incorporate on your own, the registry issues the Certificate and Articles of Incorporation. It does not prepare by-laws, organizational resolutions, share certificates or the registers of directors, officers and shareholders. Those are the corporation's own records, and an initial minute book supplies them.
What if the shares were issued after the date of incorporation?+
The form has an optional issue date for each shareholder's shares. If you leave it blank, the issue date defaults to the date of incorporation. If the shares were issued, or will be issued, on a later date, enter that date so the resolutions, certificates and securities register reflect it.
Does this work for both federal and Ontario corporations?+
Yes. The service covers corporations incorporated under the CBCA and under the OBCA. For a federal corporation, the form also asks whether each director is a resident Canadian, because the CBCA requires at least 25% of the directors, and at least one if there are fewer than four, to be resident Canadians.
How is the minute book delivered?+
The minute book is prepared in digital form and delivered within 3 to 5 business days, ready for signature by the directors and shareholders. The price shown in the form covers one class of shares, one shareholder, one director and one officer, with each additional item added to the order.
Korporex is not a law firm and does not provide legal advice. This page is general information about preparing a corporate minute book; for advice on your specific situation, including your share structure and the tax treatment of share issuances, consult a lawyer or accountant.
Learn before you file
Related guides
Compliance & Maintenance
What Is a Minute Book, and Why Does Your Corporation Need One?
Canadian corporations are legally required to maintain a corporate minute book. We explain what goes in it, who is responsible for keeping it, and what happens if you don't have one.
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What Are Articles of Incorporation?
Articles of incorporation are the founding document that creates your corporation. Here is what they contain, why the share structure matters, and how they are filed.
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Shareholder Agreements in Canada: What They Are and Why They Matter
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