Corporate minute book requirements

Canadian Corporate Minute Book
Part 3 of The Bookkeeper's Notes on CCPC

by L. Kenway BComm CPB

What You'll Find In This Chat ...

Let's chat about good bookkeeping practices.
  • What Is The Corporate Minute Book?
  • What Should It Contain
  • Do You Need A Lawyer
  • CCPC Annual Registration Requirements
  • The Consequences of Not Maintaining Your Minute Book

This chat on maintaining the Minute Book will be a review of a free IPBC webinar I attended in May 2011.

You will find it contains basic information about what YOUR bookkeeper should and SHOULD NOT do with regards the minute book.

You will also find information about annual registration requirements ... referred to as the Annual Report.



Advertisement

Minute Book Binder and Inserts

$29.95 CAD
Binder includes inserts

Click To Buy Online

$19.95 CAD Inserts only no binder

Click To Buy Online




INDEX for My Notes on CCPCs

Click on an image below to go to the chat.

Is Incorporation Right For You And Your Business?
Find out here ...

Part 1

CCPC have special tax opportunities
  • Personal Service Business
  • Inactive Corporations ... and more

Part 2

Learn about loans to shareholders and owner-manager remunerations options.
  • Shareholder Loans
  • Owner-Manager Remuneration

Part 3

Corporate Minute Book Requirements
  • Corporate Minute Book
  • Annual Registration Requirements

Please note that I am definitely NOT a legal expert in this area; I'm a bookkeeper for goodness sake! I present this information so as to put the Corporate Minute Book on your radar and to facilitate a conversation with your lawyer.

IPBC regularly holds webinars for bookkeepers

In May 2011, I attended a webinar sponsored by IPBC on the Corporate Minute Book and annual registration requirements for CCPCs. The speaker was Darlene Lafond, Master Tax Accountant, Registered Public Accountant in Alberta.

The main purpose of the webinar was to explain a bookkeepeer's responsibility with regards to the Corporate Minute Book was one of quality control.

Darlene stressed that bookkeepers are not lawyers (uuhh) and should be aware of what they should and should not do for a client or employer.

As a small business owner, YOU should also be aware of what you ask your bookkeeper to do with regards the Minute Book ... and what you should defer to your lawyer.


What is a Corporate Minute Book?

Let's start this chat with Darlene's explanation of what a minute book is. Have you refilled your tea cup before beginning?

If my notes are accurate, a corporate minute book is a binder a CCPC must legally maintain. It should be created when the corporation starts and contain documents about the creation of the company as well as records about the history of running the corporation.

I might add that you can hire your lawyer to keep this binder on their premises and up date/maintain it on a regular basis ... for a fee of course. More on this in a bit.


What Should a Corporate Minute Book Contain?

I recommend you have your Minute Book open in front of you while you read this chat ... that is if your lawyer is not the one maintaining it.

In the Minute Book binder, you should be able to see the paperwork for ...

  1. the annual renewal of your company with your provincial and/or federal government;
  2. minutes pertaining to your annual general meeting;
  3. resolutions or decisions made by the board of directors, officers, or shareholders like dividends declared; and.... of course
  4. your incorporation papers and share certificates.


Darlene indicated you should see these sections / tabs in your Minute Book:

  • Certificate of Incorporation By-laws
  • Shareholders Meetings including resolutions
  • Notices including completed income tax and GST/HST returns and notice of assessments
  • Financial Statements
  • Disclosure Register
  • Unanimous Shareholder Agreements
  • Securities Register for Shareholders Ledgers and Transfers
  • Security Certificates
  • Annual Returns - Proof of Filing
  • Contracts
  • Other Information


I tend to keep any completed income tax and GST/HST returns, notice of assessments and financial statements elsewhere in my permanent files and not in the actual Corporte Minute Book binder ... it becomes too unwieldy.

For a list of what your minute should contain in British Columbia, look at Section 42 (1) Records office records of the Business Corporation Act of 2002. It is extensive.

A table of the Corporation Acts for the rest of Canada can be found in my chat about CCPCs.




Do YOU Really Need a Corporate Minute Book Contain?

Canadian law governs corporate statutes. This is where you find the obligation for a corporation to maintain a corporate minute book.

Darlene took the time to explain that in certain instances, statutory penalties may be assessed for "failure to attend to the Minute Book".

On occassion, third parties such as CRA, accountants, bankers or even other federal or provincial authorities may need to examine your minute book. It should be made available to them when requested.



Do YOU Need a Lawyer to Maintain YOUR Minute Book?

You may need to seek legal assistance in recording some of the non-routine resolutions or decisions in your minute book.

Routine documentation may or may not require legal assistance.

An example of a routine document is the resolution to accept the publication of financial statements and the appointment of the auditor. In my very limited experience, the board resolution of a CCPC could also be to waive either or both.

As another example, it is also routine to have shareholder resolutions determining the number of directors, appointing the directors, naming the signatories, adopting the financial statements, other resolutions put forth including stating the annual reference date for the annual report filing.

Keeping in mind that the bookkeeper's role with respect to the Minute Book is one of quality control ... YOU should NOT ask your bookkeeper to:

  1. create the initial records for the minute book;
  2. "represent the contents of a minute book for the basis of legal opinion"; or
  3. update its content without legal representation.

If you want to take on these tasks yourself, you do so at your own risk ... but do not ask this of your bookkeeper.

The big problem of doing it yourself is of course ... you don't know what you don't know! Consider that you need resolutions for a declaration of dividends, to move your records and registered offices, a resignation of an officer or director, a share transfer, issues around a death of a shareholder, declarations of new directors, replacement of lost share certificates, appointment of officers after the AGM ...

Unless you sit and read the act, you don't know what you don't know.



What About the Annual Report Requirements?

Your annual reminder to renew your corporate name can now be received by email and the Annual Report can be completed online. Darlene suggested it is a good idea to confirm the details with your legal representative.

Ontario Annual Returns

It was interesting to note that in Ontario, one of the webinar participants explained the annual report is included in the filing of the corporate tax return ... so no annual renewal reminder is sent out.



I want to point out here that Annual Report does not refer to the publication released by public companies for third party use and analysis.

The Annual Report referred to here is a report that you are required to file with your provincial and/or federal government.

In B.C., if you fail to file your Annual Report for two consecutive years, your corporation is struck from the registry.


What Are The Benefits of a Minute Book?

One of the benefits of having an up-to-date Minute Book comes when a business owner decides to sell the business.

According to Darlene, it makes the selling process easier and less expensive.


What Are The Consequences of Not Maintaining a Corporate Minute Book?

Darlene provided a slide with a list of consequences of inaccurate maintenance of the Minute Book which included:

  • loss of ability to borrow funds
  • loss of ability to sell the corporate shares and qualify for small business capital gains deduction
  • being struck from the registry
  • being unable to make shareholder dividend payments
  • loss of shareholders and directors' protection of personal assets
  • restriction of tax stategies




If you are a small business owner reading this chat, I hope it has assisted you in defining what your responsibities are and when you should engage a lawyer .... or what questions you may want to ask of your own lawyer.




It's been great chatting with about bookkeeping today.

It's been great chatting with you .
Your tutor Lake




* IPBC guest webinar speaker Darlene Lafond is the co-founder of C2Online, an independently owned, Alberta based company.


Enjoy A Tea Break With
Me Today. Let's Chat!

Use the search feature to quickly find the
information you're looking for.

Like this page? Please let Google
know by clicking the +1 button.






 Keep Your  eDocuments Safe And Secure… $7 USD
Version 2 now out
Bigger and Better



SHORTEN
Your Learning Curve!

Buy Now



Warm up your tea cup and check out these chats ...

Click on image above to read the chat.






Purchasing These Products Through My Links Helps To Support This Site

Click on image above for my review.






Join Me On Facebook

Help support this site by "liking" me! Here's where I post current information.

Listed Under Websites NOT Local Business.
This website is not associated with the business operating in Bonnyville AB.






A Handy Reference

Buy Now

Looking to hire a virtual bookkeeper?
Click here.


This is a GREAT System! Very Easy to Implement.

Kindle Edition Canada

US Kindle Edition 




I like the Fujitsu Receipt Scanner S1500 or S500





SHORTEN
Your Learning Curve!

Buy Now
Cash Flow Kick Start eReport

How To Boost Your
Business Cashflow

Click Here to BUY NOW! $17 USD






Business Series
Self-Counsel Press

Numbers 101
For Small Business

Get A Grip On Bookkeeping Basics

$12.99 CAD

Click To Buy eBook Online




Get A Grip On Your Business Numbers

$12.99 CAD

Click To Buy eBook Online




Get A Grip On The Money

$12.99 CAD

Click To Buy eBook Online


Start & Run Series


Run your own profitable bookkeeping business from home

$12.99 CAD

Click To Buy eBook Online




Amazon Books