Corporate Minute Books: Annual Maintenance and Rebuilds
Most business owners don't think about their minute book until someone asks for it: a bank approving a loan, a buyer's lawyer doing due diligence, an accountant paying a dividend, or the Canada Revenue Agency. Then they discover it hasn't been updated since the day the company was incorporated.
An up-to-date minute book is the official record of who owns your company, who runs it and what decisions it has made. Ellahi Law maintains minute books for Ontario corporations on a fixed annual fee, and reviews and rebuilds books that have fallen behind.
What the law requires
Ontario's Business Corporations Act requires every corporation to keep its records at its registered office or another place in Ontario chosen by the directors. These include the articles and by-laws, minutes of meetings and resolutions, and registers of directors, officers and shareholders. Since 2023 there is also a register of individuals with significant control over the corporation.
Each year, the shareholders must deal with the financial statements, the appointment of an accountant or auditor, and the election of directors. For most owner-managed companies this is done by written resolutions instead of a meeting. A resolution in writing signed by all the shareholders entitled to vote is as valid as if passed at a meeting.
Annual maintenance
Fixed fee: $495 + HST per year, which includes:
- Annual resolutions of the directors and shareholders approving the financial statements, electing directors and appointing the accountant (or approving an audit exemption where available)
- Updating the registers of directors, officers, shareholders and individuals with significant control
- Filing the corporation's annual return with the Ontario Business Registry
- A reminder each year when the resolutions are due
- Secure storage of the minute book, or delivery of an updated copy to you
Extra resolutions during the year, such as declaring a dividend or changing a director, are $95 + HST each.
When an up-to-date minute book matters most
- Before selling the business or its shares
- Before a bank or private lender financing
- When adding or removing a shareholder or director
- Before paying dividends, so the declaration is properly recorded
- When a shareholder dies or the business is being restructured
How it works
- Send us your minute book (paper or scanned) or let us know it's missing.
- We review it against the public record and your accountant's statements.
- You receive a written list of what's missing and a fixed annual fee or rebuild quote.
- We prepare the documents for signature, which you sign electronically or in person.
- Each year after that, we prepare the annual resolutions and filings and remind you when they're due.
Frequently asked questions
Is a minute book required if I'm the only shareholder and director?
Yes. A one-person corporation must keep the same records. An Ontario corporation that isn't an offering corporation needs at least one director.
My accountant files my tax returns. Isn't that enough?
No. Tax filings and corporate records are separate. Your accountant will often ask for the resolutions we prepare, especially for dividends.
A shareholder left years ago, or has died. Can the records still be fixed?
Usually, yes. We review what was signed at the time and prepare the documents needed to record the change correctly. Where a shareholder has died, the estate trustee may need to sign, and we'll explain what they need.
Can you take over a minute book from another lawyer?
Yes. We'll request it from the previous firm with your written authorization.
Do you handle federal corporations?
Yes. Federal corporations have their own filing requirements, and we'll quote separately.
Next step
Call 416-551-1155 or use the contact form to arrange a minute book review.