Overview of Corporate Minute Books
What is this document?
The Corporate Minute Book is a collection of documents that forms the official record of the activities of the corporation, beginning at incorporation. It should include all documents related to the formation and management of the corporation, and all major contracts.
When would I use this document?
Every corporation should maintain an up to date and organized minute book. The Minute Book is subject to examination by financial auditors and potential lenders and investors, who will be concerned about whether corporate actions were properly authorized.
Who Signs this Agreement?
The Minute Book is a collection of documents, each of which is signed by the person(s) authorized to do so. Most documents will be executed by the shareholders and directors of the corporation in accordance with the relevant legislation, the Articles of Incorporation, the by-laws and any shareholders’ agreement.
More details about this document
Because the Minute Book is a collection of documents, it can be organized into a binder (or collection of binders, depending on the number of documents) with tabs dividing it into the core elements. For assistance with this, see the ‘Minute Book Cover’ document on Clausehound.
Many corporations also keep electronic versions of the Minute Book for ease of reference. It is important to scan and file executed documents promptly to keep the Minute Book up to date, and to prevent the loss or ‘misplacement’ of important documents.
It is a good practice to review and update the Minute Book annually, and with every major transaction.
What are the core elements of this document?
The core elements of the Minute Book are as follows:
- Corporate Filings including the articles of incorporation, the articles of amendment and the articles of amalgamation, and annual filings;
2. Consents that the directors qualify and agree to be directors of the corporation;
3. By-laws governing all matters related to the corporation;
4. Subscription Agreements for each shareholder to purchase shares in the corporation ;
5. Shareholder Resolutions relating to all matters requiring shareholder approval, eg. the number and election of directors and any activity related to fundamental corporate changes such as a merger or sale;
6. Director Resolutions relating to director decisions such as the form of share certificates, the number of shares issued, employee contracts, location of company records, the appointment of officers, loans, major business decisions etc.;
7. Registers and Ledgers that record share ownership and all matters relating to the identity of shareholders, officers and directors; and
8. Material Corporate Documents including employee contracts, employee stock option plans, share transfer agreements etc, depending on what is material for the particular corporation.
What additional clauses could this document contain?
The Minute Books contain many agreements and documents, all of which can be found on Clausehound. Please search for each document separately.
Articles of Incorporation – this is the basic constitution of the corporation and sets out the classes of shares, the number of directors etc.
Shareholders Resolutions – the shareholders will pass resolutions electing the directors, approving/waiving an auditor etc.
Directors’ Resolutions – the director(s) will need to pass organizing resolutions to adopt bylaws, appoint officers, establish the financial year end, issue initial shares etc.
Directors’ Consents – a document in which the director declares consent to continue as a director and declares their residency
By-Laws – (also called bylaws) deal with matters such as meetings, voting, borrowing, officers etc.
Subscription Agreement – an agreement between the issuer (the corporation that is issuing shares) and the subscriber (the person who is buying the shares) for the purchase of the corporation’s shares or other securities
Shareholders’ Agreement – an agreement between the shareholders that governs the relationship of the shareholders, voting rights, management decision making authority, shareholders exits from the company etc. A Unanimous Shareholders Agreement may have precedence over the Articles of Incorporation.