MINUTE BOOK & CORPORATE MAINTENANCE INCORPORATION Incorporating under the Business Corporations Act (Alberta) (the 'ABCA') and the Canada Business Corporations Act (the 'CBCA'). Was hoping to simply purchase a corporation minute book template from Staples or.? Possibly download a PDF template or.? I have done a.
- Corporate Minute Book Definition
- Corporate Minute Book Kits
- Corporate Minute Book Tabs
- Corporate Minute Book Software
Corporate Minute Book Template The Corporate Minutes Book Template excel is a perfect meeting minutes template that has the capability of storing a list of different corporate minutes files of the company. The Corporate Minutes Book Template excel is a perfect meeting minutes template that has the capability of storing a list of different corporate minutes files of.
A corporate minute book is a minute book in which the corporation keeps its statutes and other legal documents require by law. Minute books are sometimes referred to as company book in Canada, or as a transliteration of its French name, minutes book (i.e. “livre des minutes”).
After the incorporation of a business as a corporation / company, you must proceed with the organization of the corporation. It is usually in the corporate minute book that a corporation keep all the relevant documents to its existence and organization.
You can buy a minute book here.
Additional Information about Minute Books
What do we keep in a minute book?
The minute book holds the records of the corporation, including amongst others the articles and by-laws, the different resolutions of the directors and shareholders, the minutes of meetings, a securities register, a register of transfers of shares. This list may not be exhaustive, but in summary, the corporate minute book holds everything that pertains to the organisation and the corporate governance of the corporation.
Why are minute books required?
- Canadian laws create a legal obligation to keep records. Indeed, a federal corporation must respect section 20 and 50, amongst others, of the Canada Business Corporations Act which requires that such records are kept.
- When it comes time to open the bank account of your corporation, banks and financial institutions will most like ask you for the minute book of the corporation. An up to date corporate minutes books is nowadays a requirement for most banking institutions.
- Keeping a corporate minute book is good practice to keep your corporation organized and in good order and is really one of the foundation of running a good business.
Where to buy a minute book?
You can buy your minute book on the Internet. If you plan on incorporating your business, you can use the LawDepot incorporation service, through which you will be able to buy a minute book while ordering.
If you only wish to buy a minute book for your existing corporation, we suggest visiting Amazon’s corporate minute books page, which offers a number of Corporate Minute book options you can buy.
by L. Kenway BComm CPB
What You'll Find In This Chat
- 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.
![Corporate minute book example Corporate minute book example](/uploads/1/2/6/0/126047368/518810859.jpg)
You will also find information about annual registration requirements ... referred to as the Annual Report.
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INDEX for My Notes on CCPCs | Part 1
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Part 2
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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 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 ...
- the annual renewal of your company with your provincial and/or federal government;
- minutes pertaining to your annual general meeting;
- resolutions or decisions made by the board of directors, officers, or shareholders like dividends declared; and.... of course
- 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.
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.
Corporate Minute Book Definition
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:
- create the initial records for the minute book;
- 'represent the contents of a minute book for the basis of legal opinion'; or
- 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.
![Alberta Corporate Minute Book Template Alberta Corporate Minute Book Template](/uploads/1/2/6/0/126047368/671671046.png)
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
Corporate Minute Book Kits
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 you .
Your tutor Lake
Corporate Minute Book Tabs
* IPBC guest webinar speaker Darlene Lafond is the co-founder of C2Online, an independently owned, Alberta based company.
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