Minute Book
Get your small business corporation off the ground the right way by having Axess Law Ontario's professional business lawyers prepare your corporate minute book. You could be cited by Canada Revenue Agency (CRA) if they audit your corporate taxes and legally
required business documents aren't in proper order.
Minute books benefit your corporation by showing banks, credit unions or other lenders you are organized and credit worthy. Potential buyers or shareholders want immediate access to your corporate information without waiting for you to compile onerous records that could be at your fingertips.
Axess Law's licensed lawyers for Ontario corporations make complying with federal and provincial laws -- and promoting your company's interests -- easier.
What is a Minute Book?
Many small business owners are used to being sole proprietors. Like you, they may be unfamiliar with the basic and legal differences between owner-operated proprietorships and business corporations. Incorporating a business in Ontario or Canada creates a legal entity that, like any business owner, can borrow money, be sued or held liable for its actions.
Even if you are the only "employee", you need to appoint yourself director, corporate secretary and CEO or president or, like Elon Musk, "Technoking". Your corporation's minute book contains all the records of your business decisions throughout your company's lifespan.
The Ontario Business Corporations Act, or for federally incorporated businesses, Canada Business Corporation Act, require that your company hold annual shareholder meetings. Whether you have a formal shareholder event or are a one-person show, your annual resolutions must state your fiscal year-end, corporate accountant, bank and lawyer and who owns shares. Accurate notes of what you discussed and resolutions made must be included in your corporate minute book in Canada.
Organizing Minute Books - Who Can View Them
Corporate minute books can be kept in loose-leaf binders or in Ontario, stored electronically. Axess Law's Greater Toronto Area business lawyers order the documents in logical sequence for easy maintenance and retrieval.
You must make minute book documents available to registered or beneficial shareholders or their agents or legal representatives, directors, officers and creditors upon request. Keeping your documents in orderly manner makes this task simpler and avoids government penalties you could be charged for not complying.
Why You Need a Lawyer
You could prepare your own minute book, but why risk missing important documents that could create delays paying corporate taxes your company owes the CRA. Axess Law has remote business lawyers who can draft minute books for $299.99 and up -- $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.
Documents We Need
When you visit Axess Law for business advice on preparing a minute book, we collect from you essential documents like:
- articles of incorporation
- corporate rules and bylaws
- extra-provincial registrations
- contact information for directors and officers
- shareholder registers
- share distributions and certificates
- minutes and resolutions from shareholder and directors' meetings
- debt obligations
- tax files.
Axess Law's licensed business attorneys compile your information into a minute book that can withstand financial scrutiny by shareholders, investors and auditors. If your private company goes public, you'll welcome the extra effort and initiative that went into creating a professional-looking legal minute book.
Issue Corporate Shares - Private Ontario Corporations
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.
Keeping Real Property Registers
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.
Exemptions for Federal Corporations
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.
Fines for Minute Book Deficiencies
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.
Convenient Remote Video or Personal Appointments
When you're ready to create a minute book for your Ontario corporation, drop into any of our Greater Toronto Area law offices near you to make an appointment. We can arrange
flexible day or evening appointments, 7 days a week, that fit your busy schedule.
Virtual video conferences are available on request. You can use your home computer, smartphone, tablet or any mobile device to chat with us remotely.
Book using our easy online appointment form or call our 1-877-402-4277 or 1-647-479-0118 lawyer lines in Greater Toronto Area for free quotes.
