Every corporation in Canada is required to meet certain legal obligations to be in good standing under the Canada Business Corporations Act or the various provincial Business Corporations Acts that the corporation is created under. One of these requirements is to adequately maintain official records of all activities in the corporation, including records of any annual meetings conducted by the directors and shareholders of the corporation as well as any major changes, such as any changes of address, directors, shareholders or officers.

Corporate record are typically maintained in a book called a Corporate Minute Book. When corporations are seeking to engage in various business transactions, such as selling the company or getting a loan, the Corporate Minute Book is one of the first things that a prospective buyer or bank will review. 

At Hansra Law, we always ensure that all our corporate clients receive all of the Corporate Minute Book documents they need to both remain in compliance with the law and keep track of their corporate activities. Some of the Corporate Minute Book documents we provide with each newly incorporated company include:

1. Shareholders’ Register. A register that lists the maintains a record of the current shareholders of the corporation. This register should be updated anytime there is a change with any current shareholders or if any new shareholders are added to the corporation.
2. Directors’ Register and Officers’ Register. A register that lists the maintains a record of the current directors and officers of the corporation, including the date they began their term and when that term ended.
3. Register of Individuals with Significant Control. A register that lists the individuals, or shareholders, that have significant control over the Corporation, such as a voting shareholder with 25% or more of all shares in the Corporation or someone with significant influence over the corporation’s decisions. Before your financial year end every year, you must identify all individuals with significant control and list them in this register.
4. Shares Transfer Ledger. A ledger that records the transfer of shares, beginning with the initial issuance from the corporate treasury. Although this document is not a required document, the share transfer ledger is a useful way for key personnel in the corporation to keep track of the transfer of shares through different individuals or entities.
5. Corporate By-Laws. By-laws are secondary to the Articles of Incorporation and are primarily used to set forth the governance rules of a corporation. The By-laws are also typically used to override some of the basic minimum legal requirements, such as the required timing for giving notice to directors and shareholders before a meeting.
6. Directors’ and Shareholders’ Resolutions. A directors’ or shareholders’ resolution are used to approve decisions made by the directors and shareholders of a corporation, for example to confirm that the shareholders of the corporation have approved the Corporate By-Laws.
7. Share Certificates. Share certificates provide legal and physical proof that you are in fact the holder of shares in the corporation, as well as providing information about the class and number of shares you own. Share certificates are also important where you want to transfer your shares to another individual. Any transfer of shares can be endorsed on the back of the share certificate and provided to the purchaser upon the sale of your shares.