Windsor-Essex Business Lawyers Advising Clients on Corporate Minute Book Compliance

The corporate minute book is the most important document in a corporation’s records and contains all of the company’s key documents. Aside from being a best practice in record-keeping, in Ontario, keeping the corporate minute book up-to-date is required by law. An organized, current minute book protects the corporation and its officers and directors from unnecessary penalties and demonstrates the company’s dedication to transparency and accountability.

Willis Business Law provides comprehensive, experienced legal services to businesses regarding corporate minute book compliance. The firm’s skilled business lawyers conduct proactive, thorough reviews of clients’ corporate minute books to ensure they are organized, complete, and up-to-date, thereby reducing vulnerabilities to legal consequences. The firm also provides timely and trusted advice to corporations facing audits or fines for failing to keep their minute book compliant with business and tax laws.

Are Corporations Required to Keep a Minute Book in Ontario?

Yes. Section 140 of the Ontario Business Corporations Act requires a corporation to prepare and maintain certain records (generally kept within a corporate minute book) at its registered office or another place designated by the corporation’s directors.

What Records Must Be Kept Within the Corporate Minute Book?

As per section 140 of the Business Corporations Act, the following records must be kept and maintained in the corporate minute book:

• The corporation’s articles of incorporation and by-laws and all amendments to those documents, and a copy of any unanimous shareholder agreement known to the directors;
• Minutes of meetings and resolutions of the shareholders;
• A register of all past and current directors, including their names, residence addresses, and email addresses, as well as the date on which they ceased to be a director;
• A securities register;
• A register of ownership interests in land; and
• A register of individuals with significant control over the corporation.

What Are the Consequences of Failing to Keep a Current Corporate Minute Book?

Failing to keep a complete and up-to-date corporate minute book can have significant consequences for a corporation. Inaccurate or incomplete minute book records could be considered a “misrepresentation” under section 256 of the Business Corporations Act and opens the corporation and its directors up to liability for an offence under that section. Misrepresentations and false statements could lead to a fine of up to $2,000 or up to a year’s imprisonment.

Further, having inaccurate or disorganized records can leave a corporation vulnerable to a tax audit by the Canada Revenue Agency or the revocation of the corporate charter. Maintaining a comprehensive, detailed corporate minute book is the best defence against these costly processes.

What Are the Benefits of Having a Well-Maintained Corporate Minute Book?

As noted above, a well-maintained, organized corporate minute book ensures the corporation is in compliance with the Business Corporations Act, reduces the risk of unnecessary tax audits, and protects the corporation’s legal status.

In addition to essential legal compliance, keeping a detailed minute book is a best business practice for many other reasons. It ensures that all critical corporate documents are kept organized and maintained in a central location for ease of access and quick reference whenever needed. It also demonstrates a company’s dedication to transparency and accountability and ensures the internal “roadmap” of the company – i.e. its resolutions, decision-making, operational considerations, and ownership structure – are clearly set out.

Due diligence is a vital part of any corporate transaction and is required by most stakeholders, including lenders, investors, and potential buyers or partners. An accurate, current minute book helps facilitate these transactions and avoid unnecessary confusion or disputes in the future. It also establishes the corporation’s reputation as an efficient, organized operation.

How Can Willis Business Law Help With My Corporate Minute Book-Keeping?

The talented business lawyers at Willis Business Law minimize clients’ exposure to liability by reviewing their corporate minute books and ensuring no legal compliance requirement has been overlooked. Additionally, the firm will provide strategies for not only keeping the minute book in just a minimal level of compliance but in a manner that establishes the company’s credibility as a professional, well-run, organized corporation.

Extra attention to the corporate minute book now can be invaluable in the future in the event of a major investment, merger, acquisition, or other significant transaction.

Willis Business Law also provides robust, skilled advice and representation to corporations facing CRA audits or charges under the Business Corporations Act. The business law group develops tailored, effective defence strategies to minimize penalties and avoid costly business disruptions.

Willis Business Law: Providing Top-Calibre Business Law Services Across Windsor-Essex County

The business law group at Willis Business Law provides pragmatic, personalized corporate minute book advice to businesses across all industries in Windsor-Essex County. Through its dedication to the business community, the firm remains invested in its clients’ success by ensuring they employ best practices to remain in compliance with business and tax legislation.

Willis Business Law proudly provides quality, modern business law solutions to private and public institutions and businesses throughout the Windsor-Essex region. The firm builds lasting relationships with its clients through its community-driven approach and big-firm level of professionalism. To schedule a confidential consultation with a talented business lawyer, please call 519-945-5470 or reach out online.