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

by L. Kenway BComm (Retired CPB)

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.

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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.

In May 2011, I attended a webinar sponsored by IPBC (now CBP Canada) 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.

One good reason to have your lawyer maintain your minute book is it is likely to be stored in a fire proof storage area. From personal experience, it is very expensive to reconstruct a lost or destroyed Minute Book.

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 book 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?

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.

If you transition your corporation to another province, your lawyer will need access to your Minute Book to undertake the transition.

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.

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. BC makes it very easy and affordable to file your annual report online.

In 2021, I moved to Alberta and discovered that because Alberta has privitized this task, it is very difficult to file online as you cannot do it yourself like in BC. You have to go through a registered agent ... and of course it cost a lot more than filing online yourself in BC does .. so in this instance, I'm not a big fan of the privatization of this administrative task.  

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.

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