Frequently Asked Questions

A corporate minute book is the official legal record of a Canadian corporation's history and governance. It is required by federal law (CBCA) and all provincial business corporations acts (OBCA, BCBCA, ABCA, etc.).

A complete minute book includes: articles of incorporation, bylaws, organizational resolutions, share certificates, register of shareholders, register of directors, register of officers, register of individuals with significant control (ISC), and annual resolutions of directors and shareholders.

Failure to maintain a minute book can result in fines up to $5,000 per officer or director, or involuntary dissolution of the corporation.

Every incorporated business in Canada is legally required to maintain a minute book — federal (CBCA) corporations, Ontario (OBCA), BC (BCBCA), Alberta (ABCA), and Quebec (QBCA). This applies to all corporations regardless of size — small businesses, professional corporations, holding companies, and family corporations.

Sole proprietorships and partnerships are not incorporated and therefore do not need a minute book. If you're unsure whether your business is incorporated, check your articles of incorporation or certificate of incorporation.

A complete Canadian corporate minute book includes all of the following:

• 1. Articles of Incorporation
• 2. Corporate Bylaws
• 3. Organizational Resolutions of Directors
• 4. Consent to Act as Director (for each director)
• 5. Share Certificates (for each shareholder)
• 6. Register of Shareholders
• 7. Register of Directors
• 8. Register of Officers
• 9. Register of Individuals with Significant Control (ISC)
• 10. Annual Resolutions of Directors and Shareholders (each year)

MinuteKeep generates all of these in both PDF and Word format.

Use the MinuteKeep Compliance Deadline Calculator to find your exact deadline.

Consequences of failing to maintain a corporate minute book in Canada:

• Fines: Up to $5,000 per director or officer under the CBCA for failing to maintain required registers; up to $200,000 for ISC register violations
• Dissolution: Corporations can be involuntarily dissolved for failure to file required records
• Personal liability: Directors may lose liability protection if the corporation's legal status is challenged
• Blocked transactions: Difficulty selling the business (due diligence requires complete minute books), raising investment, or opening new bank accounts
• Banking issues: Banks regularly request updated corporate records for signing authority changes

The Register of Individuals with Significant Control (ISC) lists every individual who directly or indirectly controls 25% or more of a corporation's voting shares or outstanding shares. It is mandatory under:

• The CBCA (federal corporations) — required since June 2019
• The OBCA (Ontario corporations) — required since January 2023

The register must be kept at the corporation's registered office, updated within 15 days of any change, and reviewed annually. Penalties for non-compliance can reach $200,000 for the corporation. MinuteKeep generates the ISC register automatically, including look-through calculations for holding company structures.

First resolution free — no credit card required.

You can try, but there are serious risks:

• Jurisdiction gaps: Generic templates miss requirements that differ between CBCA, OBCA, and BCBCA
• LLM hallucinations: ChatGPT and Claude produce incorrect dates, wrong share classes, and missing registers
• No ISC register: Templates don't generate the legally mandatory ISC register
• No consistency: A minute book is 10+ documents that must cross-reference each other — templates give you one document at a time
• No compliance tracking: No reminders when annual resolutions are due

One mistake can mean $5,000 fines or a failed due diligence that kills a business sale or financing.

Yes. MinuteKeep supports Ontario professional corporations under the OBCA. We generate minute books for dental PCs, medical PCs, law firm PCs, engineering PCs, and other regulated professions. Our templates respect the voting share restrictions that apply to professional corporations under Ontario regulations. Many dentists, physicians, and lawyers use MinuteKeep to maintain their PC's corporate records.

Yes. MinuteKeep supports corporate shareholders — a holding company can be recorded as a shareholder of an operating corporation. When both companies are managed within the same MinuteKeep account, the system automatically looks through the holding company to identify the ultimate individual shareholders for the ISC register, as required by the CBCA and OBCA.

This is particularly useful for dentists, physicians, and other business owners who have structured their business through a holding company (e.g., a family trust or personal holdco owning shares of the operating PC).

Yes. MinuteKeep is designed for CPAs and law firms who manage multiple corporations for clients. Each corporation is $99 CAD/year for full Pro access. You can manage all corporations from a single account, switch between them easily, and generate all documents independently for each entity.