All corporations, large or small, should maintain a complete and up-to-date corporate minute book. A corporate minute book contains all of the important records of the corporation relating to directors, shareholders, officers and major corporate decisions. Some of the important corporate documents contained in a corporate minute book include the articles of incorporation, by-laws, share certificates, any unanimous shareholder agreement and meeting minutes of the directors and shareholders of the corporation.
Under Alberta law, every Alberta corporation must maintain certain corporate records at its registered address. The corporate records required to be maintained include:
(a) the articles and bylaws of the corporation and any amendments thereto, as well as a copy of any unanimous shareholder agreement and any amendments thereto;
(b) minutes of meetings and resolutions of the shareholders and directors of the corporation;
(c) copies of all notices respecting any election, appointment and/or change of directors;
(d) a securities register with respect to each class or series of securities issued by the corporation;
(e) copies of all annual financial statements, records and information; and
(f) a register of disclosures in respect of any director or officer of the corporation who is party to or has a material interest in a party to a material contract or transaction with the corporation.
A corporation must file an annual return with the Registrar of Corporations each year, and must record proper minutes of annual shareholders and directors meetings. A corporation that, without reasonable cause, fails to maintain it records at its registered office and in the manner required is guilty of an offence and liable to a fine not exceeding $5,000.00.
A corporation may be asked on any number of occasions to produce documents required to be stored at its registered office, including evidence of the board of directors’ approval of certain actions, such as obtaining financing or entering into certain agreements for purchase and sale. A corporation’s solicitor will also rely on these corporate documents in order to provide a legal opinion in the context of various commercial transactions. Further, a corporation will often be asked to produce incorporating documents and confirmations of shareholders and directors when opening a corporate bank account.
The best way to ensure that your corporation has all of the required documents stored in the appropriate place is to ensure that the corporation maintains an up-to-date corporate minute book, and further, that the corporate minute book is stored at the corporation’s registered office.
Whether you are looking to incorporate a new company or simply create a corporate minute book for your existing company, KH/Dunkley Law Group will prepare your corporate minute book so as to fulfill the records requirements under Alberta law and to ensure that an appropriate historical account of the corporation is maintained.
KH/Dunkley Law Group also offers the service of acting as your registered office. This ensures that your corporate minute book is always maintained at the corporation’s registered office. Further, KH/Dunkley Law Group will ensure that the annual returns are filed on time each year, in consultation with you, and that proper annual minutes for shareholders and directors are prepared and documented. As well, when you need a document from your corporate minute book, you can pick it up from our office, or we can send it to you, or we are always happy to send you electronic copies of whatever documents you need.
If you own or are looking to incorporate a company, be sure to contact KH/Dunkley Law Group to discuss how we can assist you in preparing and maintaining your corporate minute book.