Quebec Corporate Minute Book Requirements: Complete QBCA Guide

Quebec corporations governed by the Business Corporations Act (CQLR c S-31.1) (the QBCA) must prepare and maintain a defined set of corporate records. A missing securities register, unsigned resolutions, or a book that cannot be inspected at the head office is not a paperwork lapse a buyer's lawyer will overlook. It is a gap in the records the corporation must keep.

The QBCA never requires a physical binder called a "minute book." What people mean by that phrase is the records in sections 31 and 34: the constitution, shareholder minutes and resolutions, the directors' particulars, the securities register (the share register the Act actually requires), and the separate pile of board minutes, directors' resolutions, and accounting records.

If you are new to the idea, start with What Is a Corporate Minute Book?. Do not copy an Ontario book and change the heading. The Ontario guide is a different statute. This article uses the official QBCA text as it stood on 1 April 2026.

What a Quebec corporate minute book actually is

A Quebec minute book is the working set of records the QBCA tells the corporation to prepare and maintain. Section 31 is the public-facing pile: articles, by-laws, any unanimous shareholder agreement, shareholder minutes and resolutions, the directors' names and domiciles with the dates their terms begin and end, and the securities register. Section 34 is the board-and-books pile: accounting records plus minutes of meetings and resolutions of the board and its committees.

Those two piles are not interchangeable. Shareholders inspect the section 31 records. Directors and the auditor are the people the Act points at for the section 34 records. Treating "the minute book" as one undifferentiated folder is how Quebec books get built on an Ontario template and then fail a diligence review.

Section 31 QBCA — Records at the head office

Section 31 requires every Quebec corporation to prepare and maintain, at its head office, records containing:

the articles and the by-laws, and any unanimous shareholder agreement
minutes of meetings and resolutions of shareholders
the names and domiciles of the directors, and the dates of the beginning and end of their term of office
a securities register

That is the list. The Act does not add an officers register, an ISC register, or a separate "shareholder register" beside the securities register. The securities register is the share register.

Section 32 — Who may examine those records

Shareholders may examine the section 31 records during regular office hours and obtain extracts without charge. They are also entitled, on request and without charge, to one copy of the articles and by-laws and of any unanimous shareholder agreement. Creditors may examine any unanimous shareholder agreement.

If the book cannot be produced at the head office during regular hours, the inspection right in section 32 is not being met — even if the PDFs exist on someone's laptop.

Section 33 QBCA — The securities register

Section 33 is the share register the Act actually requires. For the corporation's shares it must contain:

the names, in alphabetical order, and the addresses of present and past shareholders
the number of shares held by each such shareholder
the date and details of the issue and transfer of each share
any amount due on any share

If the corporation has issued debentures, bonds, or notes, the register must contain the same information for those securities, with the necessary modifications.

A resolution that "issues 100 Class A shares to the founder" is not a securities register. The register is the running record of who held what, when it was issued or transferred, and whether anything remains unpaid. See also Share Certificates in Canada.

Section 34 QBCA — Board minutes, resolutions, and accounting records

Section 34 is a separate obligation. The corporation must prepare and maintain:

accounting records
records containing the minutes of meetings and resolutions of the board of directors and its committees

Those records must be kept at the head office or at any other place designated by the board. Accounting records must be retained for six years after the end of the fiscal year to which they relate. Except as otherwise provided by law, only the directors and the auditor may have access to the section 34 records.

That is why a Quebec book that mixes board minutes into the shareholder inspection pile, or that keeps no accounting records at all, is not following the statute.

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Section 35 QBCA — Records outside the head office

The default for section 31 is the head office. Section 35 lets the corporation keep all or any of the required records and accounting records at a place outside the head office if both conditions are met:

the information in the records is available for inspection, in an appropriate medium, during regular office hours at the head office or any other place in Québec designated by the board
the corporation provides technical assistance to facilitate that inspection

A cloud minute book is compatible with section 35. A folder that cannot be opened, searched, or reproduced at the head office is not.

Section 37 QBCA — Intelligible form and integrity

Section 37 requires the corporation to be able to reproduce, in intelligible form and within a reasonable time, the information in the records it prepares and maintains under the Act. It must also take reasonable precautions to prevent loss or destruction, to ensure integrity, and to facilitate detection and correction of inaccuracies.

Electronic records are fine. Unreadable, incomplete, or unrecoverable records are not.

Share certificates under the QBCA

The securities register is the ownership record. Share certificates are the evidence the shareholder is entitled to hold.

Under sections 61 to 65, a share may be certificated (a paper certificate in registered form) or uncertificated (an entry in the securities register in the shareholder's name). Unless the articles say otherwise, shares are issued as certificated shares unless the board resolves that a class, series, or certain shares will be uncertificated.

A certificated share requires a certificate in registered form stating the number of shares and their par value, if any, and mentioning if the shares are not fully paid. The certificate must be signed by at least one director or officer (the signature may be affixed by an automatic device or electronic process). It must set out the name of the corporation, state that the corporation is governed by the QBCA, and state that rights and restrictions attach to the class or series and that the corporation will provide the text on request. A unanimous shareholder agreement must be clearly stated on the certificate.

For uncertificated shares, the corporation sends a written notice containing the same information. The securities register still has to be complete either way.

Quebec has no ISC register in the minute book

The QBCA records list in sections 31 and 34 does not include a register of individuals with significant control. Do not add a federal or Ontario ISC register to a Quebec book and treat it as a QBCA requirement.

Quebec's beneficial-ownership transparency lives in the enterprise register, not in a CBCA-style ISC register inside the minute book. Mixing the two statutes is how a Quebec corporation ends up with a document the QBCA never asked for and without the securities register the QBCA did ask for.

Federal corporations are different — see the federal CBCA guide and the ISC register explainer.

The annual shareholders meeting: 18 months, then 15 months

Section 163 is the annual-meeting clock. An annual meeting of shareholders entitled to vote must be held:

not later than 18 months after the corporation is constituted, and
subsequently, not later than 15 months after the last preceding annual shareholders meeting

The board calls the meeting. The QBCA annual-meeting rule is not a six-month-after-fiscal-year-end clock. Do not import the Ontario six-month rule or the federal dual clock into a Quebec book.

Section 178 lets a closely held corporation skip the room: a resolution in writing signed by the sole shareholder, or by all shareholders entitled to vote on the resolution, is as valid as if it had been passed at a shareholders meeting. That written resolution must be kept with the minutes of the shareholders meetings — which puts it back into the section 31 records.

The annual meeting (or the section 178 resolution in lieu) is not the same thing as the annual updating declaration filed with the Registraire des entreprises. See annual return vs. annual resolutions for the federal version of that split; the Quebec split is the same idea with different filings.

REQ filings are not the minute book

The Registraire des entreprises du Québec (REQ) is the public enterprise register. A Quebec corporation still has to keep its QBCA records even if every REQ filing is current.

Typical REQ work that sits beside the book, not in it:

the annual updating declaration
notices of change (directors, head office, and other registerable facts)
ultimate-beneficiary information the enterprise register requires

A current REQ file does not cure a missing securities register. A complete minute book does not replace an overdue declaration. Use the compliance deadline calculator for the filing calendar, and keep the section 31 and 34 records as a separate obligation.

Where to keep the Quebec minute book

The default for the section 31 records is the head office. Section 34 records stay at the head office or another place the board designates. Section 35 allows records to live elsewhere if they can still be inspected in Québec during regular office hours with technical assistance.

The QBCA does not require a leather binder. It requires records that exist, that can be reproduced in intelligible form, and that can be inspected where the Act says they can be inspected.

How MinuteKeep handles QBCA records

MinuteKeep generates Quebec corporate records against the QBCA, not by relabelling a federal or Ontario book.

QBCA-cited documents — organizational and annual records that refer to the Business Corporations Act (Quebec), not the CBCA
Securities register — the section 33 share register, not a borrowed Ontario shareholder-register template
No ISC register — Quebec books do not receive a federal or Ontario ISC module
Share certificates or uncertificated notices — issued from the same share data as the register
Written resolutions in lieu of meetings — the section 178 path most private Quebec corporations actually use

The first resolution is free. A full minute book is $99 CAD/yr per corporation, plus tax.

Summary: Quebec minute book checklist

Articles, by-laws, and any unanimous shareholder agreement on file (s. 31)
Shareholder minutes and written resolutions, including any s. 178 resolutions kept with the minutes
Directors' names, domiciles, and term dates
Securities register with present and past holders, share counts, issue and transfer details, and any amount due (s. 33)
Share certificates or uncertificated-share notices (ss. 61–65)
Board minutes, directors' resolutions, and accounting records (s. 34)
Accounting records retained six years after the fiscal year they relate to
Records inspectable at the head office, or available there under s. 35
Records reproducible in intelligible form (s. 37)
Annual shareholders meeting (or written resolution in lieu) within 18 months of constitution, then within 15 months of the last annual meeting (s. 163)
REQ annual declaration and other enterprise-register filings kept current — separately from the book
No Ontario or federal ISC register treated as a QBCA record