Corporation Minute Book and Annual Returns

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Corporate Minutes & Annual
Registration
Kept in the Minute Book/ binder
Quality Control by bookkeeper
“Know what you should know”
“Know what you should not do”

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Minute Book & Bookkeeper
• Inaccurate structure would restrict tax strategies
• Interrupt the income tax filing requirement abruptly
• Lose ability to borrow from financial institutes
• Lose ability to sell corporation shares & qualify for
SBCGD.
• Lose corporate status (struck from registry).
• Lose credible status of company
• Lose dividend payment to shareholder ability
• Lose protection of shareholders’ (& directors’) personal
belongings (assets)
Consequence of inaccurate management:

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Know What You Should Know
What is a Minute Book?
Is the book (binder) which keeps the
key documents together about the
creation of the corporation.
Is a central location that contains vital
records of history of the running's of
a corporation.
When Do You Use a Minute Book?
Created when a corporation starts.
Presented for legal or regulatory
authorities.

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Know What You Should Know
Who prepares the contents and index
list:
• annual corporation renewal
• annual meeting notes (minutes)
• routine resolutions (decisions)
• Incorporation Papers
Who files updated info to appropriate
areas?

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Know What You Should Know
ANNUAL REGISTRATION
(ANNUAL RENEWAL OF NAME)
Annual Return Reminder to Renew Corporation Name may
be completed with the local registry office once the
details are confirmed by the legal representative.
MEETINGS & DECISIONS (RESOLUTIONS)
Directors & Officers Decisions (resolutions)
An annual meeting which results to a Resolution is
required by the officers & directors to accept the
financial statements and their board position appointed
in the corporation. This may become a routine document
reproduced if no changes from the one initially prepared
by legal representative
Any decisions passed by directors, officers & or shareholders
should be recorded routinely with the assistance of legal
& tax accounting assistance.

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Know What You Should Know
Incorporation Papers
It is law that governs Canadian corporate statutes that
obligates a corporation to maintain a Minute Book.
On rare occasions statutory penalties may be
assessed for failure to attend to the Minute Book.
Various third parties may want or need to examine the
corporate minute book including the accountants,
bankers or Canada Revenue Agency or
federal/provincial authorities.
If the business sells, the purchaser may want legal
opinions relating to various matters.
Keeping the Minute Book up to date will make the
entire selling process easier and likely less expensive.

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Know What You Should Know
• Prepared by Registry Office
• Birth Certificate:
• date of birth
• legal name
• provincial registry number
CERTIFICATE OF INCORPORATION

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Know What You Should Know
• Prepared by a Legal Representative
• Details of structure
• Shares authorized (ownership)
• Continuance with Application, if applicable.
ARTICLES OF INCORPORATION / CONTINUANCE

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Know What You Should Know
BY-LAWS
• Prepared by a Legal Representative
• Rules on how to run the company
• What services the company may
provide
• Who can arrange and sign for debts
and contracts, etc.

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Know What You Should Know
SHAREHOLDERS MEETINGS
including resolutions
• Suggestions on agendas for meetings may be
provided by the bookkeeper, tax accountant,
management.
• Legal opinion should be sought on when a
shareholder meeting requires a resolution be
prepared and documented by a solicitor.

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Know What You Should Know
DIRECTORS MEETING
including resolutions
• Appointment of the accountant for the year
• Recording all declared dividends for the year
• Recording all management bonuses paid
• Suggestions on agendas for meetings may be
provided by the bookkeeper, tax accountant,
management.
• Legal opinion should be sought on when a
Directors’ meeting requires a resolution be
prepared and documented by a solicitor.

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Know What You Should Know
NOTICES
• Important notifications to a corporation
Provided by 3rd party
• Income Tax & GST Notice of Assessments
• Any filings or registrations with the
Government and Regulatory Authorities

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Know What You Should Know
MORTGAGE REGISTER INCLUDE LOANS
When a corporation receives a mortgage, record this
information in the corporate minute book.
The information filed here is best provided by the financial
institute paperwork:
• Date & Type & Purpose of Mortgage
• Short Description of Property Mortgaged.
• Amount of Mortgage
• Name of Mortgagee or persons entitled to
mortgage payments
• Where and when registered or filed
• Date of satisfaction discharged or cancellation.

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Know What You Should Know
FINANCIAL STATEMENTS
In this section you would keep a copy of the annual
financial statements, preferably signed.
The Small Business Corporation Act requires
Audited Statements unless authorized by the
Directors & or Officer to approve unaudited.

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DISCLOSURE REGISTER
Statutory or good faith revelation of a
material fact on a financial statement or
in the accompanying notes (footnotes).
Items of information; that is not generally
known.

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Know What You Should Know
UNANIMOUS SHAREHOULDER
AGREEMENT
The Legal Agreement written between
shareholders that may document the
relationship to the exit strategy of the
company or distribution of profits or
buyout details or Estate issues.
This document is best prepared by a legal
representative.

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Know What You Should Know
SECURITIES REGISTER
This section of the minute book would be where the
records of share distribution for the corporation
are kept.
Information needed:
• Name and address of share recipient
• Class of shares
• Date
• Number of Certificate Issued
• Number of Certificate Cancelled
• Transfer number
• To or from whom
• Paid up
• Sold shares
• Bought shares
• Balance

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Know What You Should Know
SHAREHOLDERS LEDGERS AND TRANSFERS
Recording all shareholder loans made to/paid by the
corporation for the prior year
Particulars of share transfers
Information needed to record
• Transfer (transaction) number
• Date
• Class of shares
• Certificate Surrender # & Shares
• Name of Transferor
• Name of Transferee
• Address
• Certificate Issued # & Shares
• Signature of Transferor or Attorney

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Know What You Should Know
SECURITY CERTIFICATES
Copy of Share Certificate
Prepared by Legal Representative
Info on Security Certificate
• Cost of share
• Class of share
• Number of shares
• Shareholder name
• Corporation name

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Know What You Should Know
DIRECTORS REGISTERS
This section is where all the information of the
company’s directors and officers is recorded
Information to be recorded
• Full Name
• Address
• Occupation
• Date When Appointed or Elected
• Date When Ceased to Hold Office
• Position Held

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Know What You Should Know
ANNUAL RETURNS - Proof of Filing
Details on the completed annual return:
• Directors & Shareholders names with the
addresses on file
• Relationship to corporation
• Shareholder % of voting shares
• Shareholder residency – Canada: Yes or No
• Corporations location of Records &
Registered Office
• Registration Authorized by

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CONTRACTS
Legal Arrangements between
Corporation and 3rd Party.
Considerations to Legal
Representation must be
decided by Company
Shareholders & Directors!

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Know What You Should Know
Minute Book – Other Info
Copies of completed income tax returns
filed with notice of assessment in
NOTICES section of Minute Book

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Know What You Should NOT Do
Do NOT create the initial records for
a minute book.
Do NOT represent the contents of a
minute book for the basis of legal
opinion.
Do NOT update the contents with
out legal representation.

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Helpful Products & Tools
www.c2online.ca
Corporation Minute Book Resolution Authorization Dividend SF293vb
Corporation Minute Book Article ‘A’ share-Example SF117
Corporation Minute Book Index SF118vd
Year End Disbursement Authorized SF481vb
Year End Folder Checklist SF215vrrr
Financial Statement Booklet 003.xls
Convention Agendas: several different topics that may be used as
Shareholder & or Directors’ meetings.

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Know What You Should Know
QUESTIONS?

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Thank You

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Poll Questions
4. What does a partnership or proprietorship keep their business information in?
Answer: There is no regulatory authority that governs these business types to have
any minute book. We do recommend that a similar storage binder be set up.
6. What is the difference between a resolution & meeting?
Answer: A resolution is the conclusion (decisions) obtained by a meeting.
14. How long does the company keep original Loan & Mortgage Documents?
Answer: Seven years after the last payment transaction on the financials not 7 years
since the opening dates.
20. What 3 sections in the Minute Book must have matching information?
Answer: The security register and the security certificate and shareholders’ transfers
21. Why should a director request the corporation provide liability insurance
coverage when they are not a Shareholder?
Answer: If the corporation is sued by any one, this lawsuit could involve the
directors.
22. What Minute Book item is the most commonly neglected & misunderstood task
and should be Quality Controlled by the bookkeeper?
Answer: The filing of the annual return with directors and shareholders resolution.