Minute Book

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What is a Minute Book?

A minute book benefits your corporation by showing your banks, credit unions or other lenders that you are organized and credit worthy. It must contain accurate notes of what you discussed and resolutions made. Axess Law Ontario’s professional business lawyers get your business off the ground the right way by preparing your corporate minute book.

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. 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.

How It Works


Book Your Appointment​

Click on ‘Get Started’ button to receive a quote from us. If you decide to proceed, our customer care team will reach out to you within minutes to discuss the next steps.


Meet With The Lawyer

Our business lawyers meet you and arrange your business name, registration, incorporation, or partnership in less time than you might expect.


Review Documents

Review and sign the required documents with your lawyer. Depending upon your convenience and location, you can meet your lawyer in person or virtually.

Documents We Need

Axess Law’s legal services make getting legal advice for your small and medium businesses easier than ever. Bring the following for your online video conference (anywhere in Ontario) or in-person meeting at our Greater Toronto Area law offices:

Articles of incorporation are a set of formal documents filed with a government body to legally document the creation of a corporation. Remember to bring two copies of your articles of incorporation. If preferred we do this for you.

Carry your business’s official corporate rules and bylaws. These should also include laws set by the government and all rules that the business adheres to.

Carry the documents to show extra-provincial registrations. These will be of use when creating the Minute Book.

Carry the contact information for directors and officers. This file should also contain minutes and resolutions from shareholder and directors’ meetings.

This folder helps Axess Law business lawyers to view and provide legal advice for your business’s Minute Book.

Remember to carry share distributions and certificates to your meeting with an Axess Law Business lawyer.

Carry financial statements and records such as debt obligations and tax files to your scheduled appointment.

Organising a Minute Book

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 it yourself and whether directors and officers liability insurance (called D&O) is right for you.

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.

Who Reviews a Minute Book?

A minute book contains all the records of business decisions in a company lifespan. It is made available to:

Registered Shareholders

Legal Representatives

Registered Directors

Officers & Creditors

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Convenient Appointments

Axess Law gives you the choice of booking an online or in-person appointment. Our lawyers are available 7 days a week, at times convenient for you. We can meet in person, by phone, email, or via a remote video call. In addition to these, there are 5 Axess Law offices located across the Greater Toronto Area – all with onsite parking or easily accessible by public transit.

Some FAQs

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.