Keeping a minute book

What goes in it

The Act requires every federal corporation to keep (section 20(1)):

• its articles and by-laws, with every amendment, and any unanimous shareholder agreement;
• the minutes of shareholders' meetings and the shareholders' resolutions;
• copies of the notices of directors and changes of directors it has filed with Corporations Canada;
• a securities register.

It must also keep adequate accounting records, and the minutes and resolutions of the directors and their committees (section 20(2)). Resolutions signed in writing instead of passed at a meeting are kept with the minutes (section 117(2), section 142(2)).

Corporations Canada notes that corporations often keep these records together in a single book, the minute book. A corporate seal is optional, and a document is not invalid because it has none (section 23).

The securities register

The securities register shows who owns the corporation. For each class or series of shares it lists every present and past holder, alphabetically, with their latest known address, how many shares they hold or held, and the date and details of every issue and transfer (section 50(1)).

Shareholders are not on the federal public record, so this register, kept current, is the corporation's own proof of who they are.

The register of individuals with significant control

Since June 2019, most federal corporations must keep a register of the individuals who have significant control over them (section 21.1(1)). An individual has significant control if they hold, own or control 25% or more of the votes or of the shares by fair market value, or control the corporation in fact (section 2.1).

The register records each individual's name, date of birth, home address and any address for service, citizenship, the country they are resident in for tax purposes, the dates they became and stopped being an individual with significant control, how they have control, and the steps taken to keep the register current.

The corporation must check the register at least once in every financial year and record anything new within 15 days of learning it. When someone stops being an individual with significant control, their personal information is disposed of within one year after the sixth anniversary of that day (section 21.1(5)). Public companies, their wholly owned subsidiaries and Crown corporations are exempt.

Filing it with Corporations Canada

Since January 22, 2024, corporations also file this information with Corporations Canada: every year with the annual return and within 15 days after recording a change (section 21.21(1)), and at incorporation (section 21.21(2)). Even an exempt corporation files to confirm it is exempt. Part of it is public, such as the name, an address and the description of control; the date of birth, citizenship and tax residence are not, and nothing is published about anyone under 18.

Where to keep it, on paper or on screen

The records are kept at the registered office or another place in Canada the directors choose (section 20(1)). They can be kept outside Canada only if they can be inspected electronically from the registered office or another place in Canada during office hours (section 20(5.1)).

An electronic minute book is allowed, as long as the records can be reproduced in readable form within a reasonable time (section 22(1)). Whatever the format, the corporation must take reasonable precautions against loss, destruction and falsification of its records (section 22(2)).

Who may see it

Shareholders and creditors, their personal representatives and Corporations Canada may examine the records the Act lists, free of charge during business hours, and take extracts (section 21(1)). Each shareholder is also entitled to one free copy of the articles, the by-laws and any unanimous shareholder agreement.

They may not see the directors' minutes or the accounting records. The one exception: shareholders may examine the parts of directors' minutes that record a director's or officer's disclosure of a conflict of interest (section 120(6.1)).

The register of individuals with significant control is not open to shareholders or creditors. Their right to inspect it was repealed on January 22, 2024, when the public filing began. Corporations Canada and some investigative bodies, such as the police and the Canada Revenue Agency, can still require it.

How long to keep it

Accounting records are kept for six years after the end of the financial year they relate to (section 20(2.1)). The Act sets no end date for the rest of the minute book: it is kept for as long as the corporation exists, except a former individual with significant control's personal information, which is disposed of on the schedule above.

Tax law asks for more. The Canada Revenue Agency requires books and records to be kept for six years from the end of the last tax year they relate to, and minutes and share records until two years after the corporation is dissolved. After a dissolution, whoever is given custody of the records must be able to produce them for six years (section 225(1)).

A yearly routine

1. Pass the annual resolutions

   Approve the financial statements, elect directors when terms end, and appoint an auditor or, with every shareholder's consent, waive one for the year.

2. File the annual return

   Within 60 days after the anniversary, with the information on individuals with significant control.

3. Review the register of individuals with significant control

   At least once a year, recording anything new within 15 days.

4. Bring the registers up to date

   Every share issue or transfer in the securities register, and a copy of every notice filed during the year.

If the records are not kept

A corporation that fails to keep the required records without reasonable cause can be fined up to $5,000 (section 20(6)). The penalties for the register of individuals with significant control are higher: up to $100,000 for the corporation (section 21.1(6)), and for a director or officer who knowingly allows a breach, up to $1,000,000 and five years in prison on the most serious charge (section 21.4(5)).

The practical cost is often greater: a bank, a buyer or a lender will ask to see the minute book, and gaps take time to repair. The guide to changing directors or the registered office lists what to file with each change.

Frequently asked questions

Official sources

• Corporate records and other obligations(opens in a new tab)

  The records a federal corporation must keep, and who may see them.

• Individuals with significant control(opens in a new tab)

  Who counts, what the register holds, and what is filed.

• File your significant control information(opens in a new tab)

  When and how to file it with Corporations Canada.

• How long to keep your records(opens in a new tab)

  The Canada Revenue Agency's rules for books and records.