At Wires Law we operate a paperless legal practice, which includes the management of corporate minute books. A corporate minute book is a record of the rules and decisions the company’s board of directors and shareholders make. It also contains, among other things, the company’s shareholder and director registers and annual filings. Maintaining a minute book is required by law for all corporations in Canada.
Aside from the legislation, keeping your minute book updated is important for a number of reasons, including:
- Your accountants, bankers and the Canada Revenue Agency (“CRA”) will need to review your corporate minutes at some point in the Corporation’s existence;
- If you are issuing new shares to third parties it serves as a record of existing shareholders, shareholder agreements, by-laws etc.
- If you ever sell your business, the purchaser will review your minute book to ensure the company is in good standing;
- Updated minute books help avoid shareholder disputes, particularly regarding who is and is not a shareholder and their percentages of ownership.
No More Bulky Binders
Traditionally, corporate minutes books were compiled in large binders and stored either at a lawyer’s office or at the corporate headquarters. At Wires Law, when instructed to maintain a client’s minute book we do so digitally. If you have an existing hard copy minute book we will convert it to a digital file and maintain additions to the digital file as and when new corporate resolutions are passed.
No More Trips to Your Lawyer’s Office
Wires Law also leverages digital signatures permitting us to manage your minute book completely virtually. That means, no trips to your lawyer’s office to sign resolutions or update your corporate minutes. Clients sign resolutions online to make managing and updating your corporate minutes easy and cost-effective. More importantly, with our cloud based systems, you have access to your file and your minute book online. The validity and enforceability of certain digital documents and digital signatures (for some, but not all documents) is covered under the Electronic Commerce Act, 2000, S.O. 2000, CH 17 (Ontario). Contact us to learn more.
One Fixed Fee for Managing Your Minute Book and Yearly Corporate Filings
You can also join the Wires Law – Launch[x] program to have us manage your digital minute book for an annual fee.
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