Do I get the corporate seal and minute book on closing day?

A minute book is the corporation’s own record of how it is governed, so it travels with the corporation. That makes the answer depend on the deal structure. When you buy shares, the corporation changes hands along with its records. When you buy assets, you do not buy the seller’s corporation, and its book stays behind. This page follows the federal statute; a provincially incorporated company follows its own.

What the records contain

The Canada Business Corporations Act requires a corporation to keep its articles and by-laws, any unanimous shareholder agreement, minutes and resolutions of shareholders, and a securities register. It must also keep accounting records and the minutes and resolutions of its directors and their committees, and, with exceptions such as reporting issuers and listed corporations, a register of individuals with significant control. That is the set to list in the agreement and to check on delivery.

The seal is optional

Section 23 of the federal statute says a corporation may, but need not, adopt a corporate seal, and a document signed on behalf of a corporation is not invalid merely because no seal is affixed. If the company has a seal, put it on the delivery list. Its absence is not a defect under the federal statute.

Take delivery of current records

The statute allows the records to sit at the registered office or at another place in Canada the directors designate, so confirm where they are. Check that the securities register shows the transfer to you, since registering a transfer in that register is complete and valid registration for all purposes. Corporations Canada advises keeping the significant-control register with the other corporate records, and federal corporations also file that information with Corporations Canada.

If the book is incomplete

A missing or untidy book is a diligence finding, not something to fix at the closing table. Raise it before the agreement is signed so the seller can repair it or the price and warranties can reflect it. Our entries on the minute book and the minute book update explain what a clean one looks like.