Corporate Minute Books

◂ BLOG

The Corporate Minute Book contains the records and legal information and history of the corporation. Specifically, the Minute Book will include records relating to the directors, shareholders and officers, the corporate by-laws, share certificates and meeting minutes of the directors and shareholders of the corporation. Our corporate lawyers at Hayes Fry Law will take the time to explain each of documents upon incorporation and ensure that you are in compliance with the Alberta Business Corporations Act, year after year.

Pursuant to the Alberta Business Corporations Act, every Alberta corporation must maintain certain corporate records at its registered address, and most of our corporate clients choose to list Hayes Fry Law as the registered address to allow for easy access and maintenance of their Minute Book. The corporate records required to be maintained include:

  • the articles and the bylaws of the corporation and any amendments, as well as any unanimous shareholder agreements that may exist and any amendments;
  • minutes of meetings and resolutions of the shareholders and directors of the corporation;
  • copies of all notices respecting any election, appointment and/or change of directors;
  • a securities register which records all securities issued by the corporation and to whom;
  • copies of all annual financial statements, records and information; and
  • a register of disclosures in respect of any director or officer of the corporation who is party to or has a material interest in a party to a material contract or transaction with the corporation.

If a corporation fails to maintain its minute book, the corporation may be found liable and subject to a fine of up to $5,000.00. A corporation may also be dissolved and removed from the corporate registry if it fails to file its annual returns, which are separate from any filing obligations the corporation may have with the Canada Revenue Agency. It’s important to choose a law firm that won’t ever let this happen.

A corporation may be asked to produce documents required to be stored at its registered office. In order to open a corporate bank account, the bank will often request the incorporating documents and confirmations of shareholders and directors.

The best way to ensure that your corporation has all of the required documents stored in the appropriate place is to ensure that the corporation maintains an up-to-date corporate minute book and that it is stored at the corporation’s registered office. Having a well maintained Minute Book under guidance from a local Grande Prairie lawyer is the easiest way to ensure this information can be promptly provided to any prospective lender, partner, or buyer.

If you are considering incorporating a new company, need us to create a corporate minute book for your existing company or update a previously neglected minute book, Hayes Fry Law will prepare your corporate minute book so as to fulfill the records requirements under Alberta Business Corporations Act.

Further, our corporate lawyers will ensure that annual returns are filed on time each year, and that annual minutes for shareholders and directors are properly prepared. If you need a document from your corporate minute book, we will promptly provide you copies of the document upon request.

If you own or are looking to incorporate a company, be sure to contact Hayes Fry Law in Grande Prairie, Alberta, to discuss how we can assist you in preparing and maintaining your corporate minute book.

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