Is it required under law for a corporation to keep a corporate minute book?
Under the Ontario Business Corporations Act, a corporation is required to keep, in one book, a record containing the Articles of Incorporation, the corporate by-laws, and the resolutions of the directors and shareholders, along with ledgers and registers of the Corporation’s principals.
What are the resolutions that are included in a corporate minute book?
- There are initial resolutions that are included in the minute books when the corporation is established. Thereafter, the minute book needs to be updated annual with annual or year-end resolutions.
- The initial resolutions set out the names of the directors, shareholders, president, secretary, CEO and COO. They also set out the corporation’s fiscal year end, its corporate accountant, corporate bank, corporate lawyer and registered head office. Most importantly, the initial resolutions are the documents which issues shares to the shareholders of the corporation, without which, the corporation does not have any legal shareholders.
- Annual resolutions require that directors and shareholders approve of the corporation’s annual financial statements for the preceding year. The resolutions also declare capital dividends from the non-taxable portion of a corporation’s capital dividend account (CDA), declare eligible dividends extracted from a corporation’s General Rate Income Pool (GRIP), or declare non-eligible dividends drawn from the corporation’s Low Rate Income Pool (LRIP).
- The resolutions may also declare share redemptions (taxed as deemed dividends), management bonuses, or other forms of year-end resolutions in order to extract retained earnings from the corporation in the most tax efficient manner.
If I failed to create a minute book, can one be created retroactively?
If you already have a minute book, but the resolutions are not up to date, then ratifying and rectifying resolutions can bring your minute book up to date and in good standing. If you have no minute book at all, one can be reconstructed with the inclusion of statutory declarations, supporting resolutions, and acquiring an official physical minute book for your corporation.
