Corporate minute book
A corporate minute book is the company’s legal record book. It holds the articles of incorporation, bylaws, director and shareholder resolutions, share registers, and any shareholder agreements. Buyers and lenders review it to confirm a company was properly governed and its shares were validly issued.
Every incorporated company is required to keep a minute book, whether that is a physical binder or an organized digital file. It documents the decisions that gave the corporation its legal shape: who its directors and officers are, what shares have been issued to whom, and what major decisions the board and shareholders have approved over the years.
What is usually inside
- Articles of incorporation and any amendments
- Bylaws and any unanimous shareholder agreement
- Minutes and resolutions of directors’ and shareholders’ meetings
- Share register, share certificates and securities transfer records
- Annual filings and registers of directors and officers
Why buyers care
A messy or incomplete minute book is a common red flag in due diligence. If resolutions are missing, share issuances were never properly documented, or annual filings were skipped, a buyer cannot easily confirm who actually owns the shares being sold or whether past decisions were validly made. Cleaning up the minute book before a sale process starts can meaningfully speed up closing.
Sources
This definition is checked against primary sources. Links were last confirmed on the dates shown.
- 01Treadstone LawLegal commentaryCorporate Law
- 02Treadstone LawLegal commentaryChecking Corporate Status and Good Standing Before Buying an Ontario Business
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