January 13, 2016 Business Advisory

Do I Really Need to Keep Annual Minutes For My Corporation?

In short – the answer is yes – here’s why:

- The Business Corporations Act specifically mandates that these records be kept
- In the event of a government audit, a copy of the minute book is often requested to confirm current and past information.
- If a sale of the corporation is being considered, the buyer will want to review the minute book as part of due diligence.
- If a dispute among directors or shareholders arises, there may be disagreement regarding prior matters.

In Ontario, corporate minute book records must include:

- Articles and Bylaws, including amendments
- Minutes of meetings or resolutions of Directors
- Minutes of meetings or resolutions of Shareholders
- Any unanimous shareholder agreement
- Share Transfer Register
- Director, Officer, and Shareholder Registers

What if I Have Nothing Going on in a Specific Year?

Annual minutes are still required to document the officers, auditors, and directors every year. The annual minutes are also needed for the approval of financial statements, and waiver of an audit.