Minute Book

Axess Law will help you avoid the risk of missing important documents that could create delays of paying corporate taxes your company owes the CRA. Axess Law has remote business lawyers who can draft minute books for $299.99 and up and $249.99 if we prepare business incorporation documents at the same time. 

We chat with you in person or over confidential, secure video conferencing software anywhere you are, then turn your emailed records into a legal minute book for use in Ontario. We advise you on using corporate seals to stamp documents for business or banking purposes and answer any questions you have about updating minute book documents.

You receive a binderized formal minute book with emailed copy for maintaining ongoing records.

Security or share certificates registers record who owns shares in your corporation and their nominal or actual value. Directors are required by law to list the number and class of each share any person, including you, holds in your corporation. 

Private corporations may issue shares for any amount agreed upon in corporate shareholders agreements. Any share issue method can be valid. For instance:

• Buy-sell provisions — “Shotgun clauses” allow shareholders to buy each other out by buying or selling shares for set prices.
• Multiple formulas — Based on multiples of company revenues or profits, typically over three to five years.
• Price to earnings ratio (P/E or PER) — Pricing shares based on the P/E (share price compared to earnings per share) of private corporations with similar products or services.

Axess Law prepares an easily updated list of your directors’ contact information, date they were elected and if directors change, the date their term ends.

Land or real estate your corporation owns or disposed of is kept in a paper or electronic real property register at your registered office. Include dates properties were bought, leased, sold, or otherwise gotten rid of. 

Deeds, transfers, or other property titles or documents that show ownership interest in land must be keep if they contain:

• legal property descriptions
• registry or land titles divisions and property identifier numbers
• assessment roll numbers
• or municipal addresses.

Real property registers are referred to by the Ontario government if property is forfeited when a corporation is dissolved. Fines for not maintaining proper records are severe. Officers and directors can be fined up to $2,000 each, and jailed for up to a year, and corporations fined up to $25,000.

It is possible under some circumstances. Businesses that incorporate federally are exempted from creating minute books. You must keep specific legal records at your registered Canadian office or a location accessible to shareholders upon request:

• form 6 notices of directors and change notices 
• share registers of shares held
• shareholder names and addresses
• and copies of unanimous shareholder agreements.

Axess Law’s business lawyers give you brief advice or refer you to audit and income tax professionals you can trust if you are subject to a CRA tax audit. Unless you have a reasonable explanation, your corporation could be found guilty of committing a summary offence and fined up to $5,000 by the federal government for failing to keep proper administrative records.