What is a Minute Book?

Every corporation needs certain documents such as bylaws, director resolutions, shareholder resolutions, share certificates, share registers and ledgers, and director/officer registers. These documents are typically kept in a binder which is called a “minute book”.

Each year the corporation is required to prepare certain shareholder resolutions and director resolutions which are kept in the minute book. In addition, the corporation must file an annual return with Alberta Corporate Registry to disclose certain information regarding voting shareholders of the corporation (note that this is different than the annual tax returns your accountant handles). Your corporation can be “struck” (i.e., automatically dissolved) for failure to file these annual returns.

In addition to creating and maintaining a minute book, every corporation is also required to have a “registered office” within Alberta. It is the place where the corporation can be served with legal documents if someone sues the corporation. It is also the place where the corporation’s minute book should be kept. The registered office is supposed to be accessible during normal business hours.

We act as registered office for hundreds of corporate clients, which means we keep the minute book here at our office, prepare the required annual director and shareholder resolutions each year, and prepare and file the annual return with Alberta Corporate Registry. In addition to a physical binder, we also keep electronic copies of all minute book documents that can easily be emailed to you, your accountant, your banker, or anyone else you need to send them to. We use electronic signatures so you can sign and return documents quickly and easily on your phone or computer.