What is a minute book, and what has to be in it
A minute book is the corporation’s own record of itself. It is not filed anywhere, nobody sends a reminder about it, and a bank, a buyer or the Canada Revenue Agency will ask to see it. This page sets out what the Canada Business Corporations Act and the Business Corporations Act (Ontario) require you to keep, where to keep it and for how long. We prepare and file your articles of incorporation for $35.00, HST included, with the government fee charged at cost. Open Corporation for $35 is a department of Gondaliya CPA.
What a minute book is
A minute book is the set of records a corporation is required by statute to keep about itself. The name is a leftover from the days when it was a physical binder, and many are still kept that way.
It holds two kinds of thing. The constitutional documents, which say what the corporation is, and the decision record, which says what its directors and shareholders have decided since it came into existence.
Nothing in it is filed with a registry. That is the part owners find surprising, and it is the reason the minute book is the first thing to fall behind in a corporation’s second year.
A corporation with no minute book is still a corporation. What it cannot easily do is open a bank account, take on an investor, be sold or be audited. Every one of those asks for the records, and so does proving who owns the company.
Do I legally need a minute book
Yes. Keeping corporate records is a statutory requirement rather than good practice, and it applies to a single-shareholder numbered corporation as much as to a company with five owners.
Section 20 of the Canada Business Corporations Act requires a federal corporation to keep its articles and by-laws. It also requires the minutes and resolutions of shareholders, a securities register and adequate accounting records.
Directors’ minutes and resolutions are required in the same way. Section 140 of the Business Corporations Act (Ontario) sets out an equivalent list for an Ontario corporation.
Nobody inspects the minute book on a schedule. It is produced on demand, which is usually the week a bank, a buyer or an auditor asks for it. That is the worst week to be building one from memory.
What goes in a minute book
Eight sections cover what both statutes require. A new corporation can have all eight populated in its first month.
| Section | What it holds | Created when |
|---|---|---|
| Articles and certificate | The articles of incorporation and the certificate the registry issued | At incorporation |
| By-laws | The by-laws as adopted by the directors and confirmed by the shareholders | At the organizing meeting |
| Directors minutes and resolutions | Every decision the board has made, including the organizing resolution | From day one, then continuously |
| Shareholders minutes and resolutions | Annual approvals and any special resolution | From day one, then each year |
| Securities register and share certificates | Who holds which shares, in what class, from what date | When the shares are issued |
| Directors and officers register | Who holds each office and the dates they took and left it | At the organizing meeting, then on each change |
| Register of individuals with significant control | Required of a federal corporation under the Canada Business Corporations Act | At incorporation, reviewed each financial year |
| Accounting records | The books of account that support the financial statements and the T2 return | From the first transaction |
The securities register is the one most often missing. Without it there is no evidence of who owns the corporation, which stops a sale and complicates every dividend declared along the way.
What the articles themselves contain, and why the share provisions inside them matter, is set out in our guide to articles of incorporation.
Minute book requirements in Ontario
An Ontario corporation keeps the same core records under section 140 of the Business Corporations Act (Ontario). Two differences are worth knowing.
The first is the register of ownership interests in land. An Ontario corporation must keep a register of its interests in land in Ontario, with a copy of any deed, transfer or similar document that supports each entry.
The second is the register of individuals with significant control, which is a federal requirement rather than an Ontario one. An Ontario corporation keeps its directors, officers and securities registers but no significant control register.
Records are kept at the registered office or at another place the directors designate. Our guide to the registered office address explains what that address has to be.
How long records have to be kept
Two clocks run at once. The corporate records are permanent. The accounting records have a defined retention period.
| Record | How long it is kept |
|---|---|
| Articles, by-laws, minutes, resolutions and registers | For the life of the corporation |
| Accounting records, federal corporation | Six years after the end of the financial year they relate to |
| Information in the significant control register | Six years after the individual ceases to be one |
| Records after the corporation is dissolved | Six years from the date of dissolution |
Records may be kept electronically as long as they can be produced in readable form on request. A scanned signed resolution in an organized folder meets the requirement as well as a binder does.
We file the articles and set up the records
Organizing resolutions, by-laws and registers, prepared with the filing.
Who can ask to see it
The minute book is private, but it is not closed. Several people have a right to look at parts of it, and several more will simply refuse to act until they have.
| Who asks | What they want to see | Why |
|---|---|---|
| Shareholders and creditors | The articles, by-laws, shareholder minutes and the securities register | A statutory right of examination |
| A bank | Articles, by-laws, banking resolution, directors register, shareholder identification | To open the account and to know who controls the money |
| A buyer or an investor | Everything, in order, with no gaps in the resolutions | Due diligence. Gaps reduce the price or stop the deal |
| The Canada Revenue Agency | Accounting records, dividend resolutions, shareholder loan support | To test what was reported on the T2 return |
| Corporations Canada | The register of individuals with significant control | It may request the register from a federal corporation |
A dividend is the clearest example. A dividend paid with no directors resolution behind it is a payment the corporation cannot easily characterise, and it is the first thing an auditor asks for support on.
What a minute book costs
There is no government fee for keeping records. The only cost is the work of preparing them, and the table below shows what we charge for the filing itself.
| Item | Amount | HST | Total | Who charges it |
|---|---|---|---|---|
| Our incorporation service fee. We prepare and file the articles of incorporation, the share provisions and the first director details | $35.00 | Included | $35.00 | Open Corporation for $35, a department of Gondaliya CPA |
| NUANS report, named corporations only | $25.00 | Included | $25.00 | Open Corporation for $35, a department of Gondaliya CPA |
| Government fee, articles of incorporation filed online under the CBCA | $200.00 | Not applicable | $200.00 | Corporations Canada |
| Government fee, articles of incorporation filed online under the OBCA | $300.00 | Not applicable | $300.00 | Ontario Business Registry |
| Keeping the minute book itself | $0.00 | Not applicable | $0.00 | Nobody. No registry charges for records |
| Minute book and compliance package, prepared by us | Quoted in writing before any work starts | Included when quoted | Quoted in writing before any work starts | Open Corporation for $35, a department of Gondaliya CPA |
| Total, named federal corporation, standard online filing | $260.00 | Included in our fees | $260.00 | Combined |
| Total, named Ontario corporation, standard online filing | $360.00 | Included in our fees | $360.00 | Combined |
Our $35.00 fee includes HST and our $25.00 NUANS fee includes HST. Government fees are passed through at cost with no mark-up. These registry fee schedules were last checked on 7 September 2026. The full list is on our full pricing page, and the package itself is on our corporate minute book and compliance page.
Keeping it current after year one
A minute book is built once and maintained forever. Four events create a document, and each one is cheap to record on the day and expensive to reconstruct later.
- The annual approvals. Shareholders approve the financial statements and appoint or waive the appointment of an auditor each year.
- Every dividend. A directors resolution declaring it, dated before the money moves.
- Every change of director, officer or registered office, recorded in the register and filed with the registry where the statute requires it.
- Every share issued, transferred or redeemed, recorded in the securities register with a certificate to match.
The annual cycle is the one that slips. A corporation three years behind on shareholder approvals is not in breach of anything a registry chases, and it is also not sellable without a clean-up first.
The registry filings that run on their own clock, and what happens when they are missed, are in our guide to what happens after you incorporate.
Frequently asked questions
These are the questions owners ask once the certificate is in hand. Each answer carries the section, the period or the fee that makes it true, so it can be read on its own without the rest of the page around it.
What is a minute book?
Do I legally need a minute book?
Where does the minute book have to be kept?
How long do corporate records have to be kept?
What is the securities register?
Does an Ontario corporation need a register of land interests?
Who can ask to see my minute book?
What happens if I do not keep one?
Do I need a lawyer to prepare a minute book?
Can you bring an old minute book up to date?
Why owners trust the filing to us
Gondaliya CPA Professional Corporation is registered with CPA Ontario under firm registration number 61330051. Our clients have left us 1,300+ five-star Google reviews, and we work from 13 Ontario offices, open 9:00 AM to 8:30 PM, Monday to Sunday. We back every filing with a 30-day money-back guarantee and a 60-day fee-matching policy, and we are a Xero Partner Award Winner 2026. Open Corporation for $35 is a department of Gondaliya CPA.
Ready to incorporate
Send the intake form and we will file the articles, then prepare the organizing resolutions, the by-laws and the registers that start your minute book. Our fee is $35.00, HST included, and the government fee is shown separately at cost. Payment is by Interac e-Transfer to info@gondaliyacpa.ca, and the security question is Not Applicable because auto-deposit is enabled.
No legal advice
Gondaliya CPA Professional Corporation is a firm of Chartered Professional Accountants licensed by CPA Ontario, firm registration number 61330051. It is not a law firm. We prepare and file corporate documents and we provide accounting and tax advice. Nothing on this page is legal advice, and reading it creates no solicitor and client relationship. For legal advice, including advice on a shareholder agreement before you sign it, consult a lawyer licensed in the province where your corporation carries on business.
