The Corporate Minute Book
September 19, 2025

By Gregory M. Prekupec & Rutendo Muchinguri

Minute books often tell the full story of a Company from its incorporation date to the present day. This includes all records of meetings, identities of the shareholders, directors and officers, any government filings and information on who holds significant control of the Company.

Despite this importance, a lot of Company owners do not know what a minute book is, where it should be kept or the importance of ensuring that it remains up to date. Company owners only realise the importance of a current minute book when it is requested for due diligence purposes by an interested buyer or when they are rushing to close a transaction that involves the shares or assets of the Company. This places unnecessary pressure on the Company and its solicitor to quickly update and/or create a minute book prior to closing.

What is a Minute Book?

A Minute Book is a physical or digital/electronic collection of all the key legal, regulatory and administrative records of a Company. Section 140 of the Ontario Business Corporations Act (“OBCA”) provides that every Company in Ontario must maintain a minute book at the registered office of the Company or any other place designated by the Board of Directors.

Contents of a Minute Book

Minute books in Ontario must contain the following information (Section 140-141 of OBCA):

  • A copy of any unanimous shareholder agreement;
  • Articles of incorporation;
  • By laws of the Company and any amendments;
  • Minutes of meetings and resolutions of shareholders;
  • A register of all the directors including their full names and addresses;
  • Securities register;
  • New and cancelled share certificates;
  • Share transfer registers;
  • Shareholder loan registers;
  • Annual returns and filings;
  • Notices of change (Address, Directors and Officers);
  • Dividend payout register;
  • A register of all ownership interests in land identifying each property in detail and showing the date of acquisition of the property;
  • Register of individuals with significant control

When is it Crucial to have a Minute Book?

  • Business Transactions: As part of share or asset sales/purchase transactions or bringing in new investors, a minute book is often one of the first items that will be requested from a Company as part of due diligence. Not having a minute book may delay the transaction or lead to the potential investor losing interest in the deal.
  • Banking and Lending: Banks and lenders often request a copy of the minute book of a Company prior to approving any funding.
  • General Compliance and Accountability:  Any time there is a change in the status, share structure, officers/directors/shareholding of the Company, the minute book should be updated to reflect the change contemporaneously.
  • Regulatory Access: The OBCA provides for law enforcement, tax authorities or a regulatory body to be able to obtain access to some documents contained in a minute book, particularly the register of individuals with significant control.

Having and maintaining your Company’s minute book may initially seem like an added cost of doing business but it is a necessary one–the cost of not having an update minute book is often more than the cost of having one and can make a Company unattractive to potential investors or major lenders. It is also required by law to have and maintain a minute book. Our Corporate Team can provide their legal support to help you create and maintain your minute book to ensure the Company is compliant and ready to transact.

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