Minute book update

A minute book is the corporation’s own history: who sits on the board, who holds the shares, and what was formally approved and when. In a share purchase, the buyer is not just acquiring the business, they are stepping into the existing corporate entity, and the minute book is the paper trail proving who actually has authority to run it going forward.

What typically needs updating at closing

• Resignations and appointments of directors and officers
• Share transfer forms and updated share certificates
• A resolution approving the sale itself, if the corporation needed to authorize it
• The register of shareholders, directors and officers brought current

Why sellers underestimate this step

A minute book that has been neglected for years, with missing resolutions, unissued certificates or an out-of-date shareholder register, does not usually block a sale on its own, but it does slow down diligence and can force corrective filings under time pressure. Updating it properly at closing, rather than patching it retroactively, is what prevents the same problem resurfacing at the next sale.