{"id":5820,"date":"2026-03-17T08:35:18","date_gmt":"2026-03-17T12:35:18","guid":{"rendered":"https:\/\/amyotgelinas.com\/minute-book-is-the-update-really-necessary\/"},"modified":"2026-03-17T08:35:18","modified_gmt":"2026-03-17T12:35:18","slug":"minute-book-is-the-update-really-necessary","status":"publish","type":"post","link":"https:\/\/amyotgelinas.com\/en\/minute-book-is-the-update-really-necessary\/","title":{"rendered":"Minute book: is the update really necessary?"},"content":{"rendered":"

The short answer: yes, absolutely!<\/strong><\/h3>\n

The creation and updating of a corporate minute book is a legal obligation under both the Quebec Business Corporations Act<\/em> (sections 31 to 42 QBCA) and the Canada Business Corporations Act<\/em> (sections 20 to 22 CBCA).<\/p>\n

The minute book: the company’s legal memory<\/h3>\n

The minute book traces the company’s entire existence, from incorporation to dissolution. It includes the articles of incorporation and amendments, by-laws, resolutions and minutes, registers of directors, officers, shareholders, securities and ultimate beneficiaries, and all other essential corporate documents. <\/p>\n

This is the complete file containing the company’s original and official documents.<\/p>\n

Why is this essential?<\/h3>\n

A corporation is a legal entity: it acts only through its governing bodies, i.e. the shareholders’ meeting and the Board of Directors, which must document their decisions in writing. In the absence of written evidence, in the form of resolutions or written authorizations, duly recorded in the minute book, directors or shareholders may be deemed to have acted without a mandate and incur personal liability. <\/p>\n

The minute book: indispensable evidence<\/h3>\n

An up-to-date minute book shows, among other things, at a specific moment in time :<\/p>\n

    \n
  • who the shareholders are, how many shares they hold and the rights attached to them;<\/li>\n
  • which shares are issued and outstanding;<\/li>\n
  • who is entitled to vote;<\/li>\n
  • who are the current directors;<\/li>\n
  • whether the financial statements have been prepared and approved;<\/li>\n
  • if dividends have been declared;<\/li>\n
  • whether corporate decisions have been taken in accordance with the law.<\/li>\n<\/ul>\n

    Without updates, it becomes impossible to prove the actual structure, validity of decisions or compliance of the company.<\/p>\n

    When is an up-to-date minute book required?<\/h3>\n

    It can be requested in several important situations, in particular by :<\/p>\n

      \n
    • a financial institution (account opening, financing, credit renewal);<\/li>\n
    • an investor or new shareholder;<\/li>\n
    • prosecutors or a court in the event of a dispute;<\/li>\n
    • a potential acquirer of the company as part of a due diligence process;<\/li>\n
    • tax specialists during a corporate reorganization;<\/li>\n
    • government authorities during a tax investigation or audit.<\/li>\n<\/ul>\n

      A non-compliant minute book can delay, complicate or block all these steps.<\/p>\n

      What about trusts?<\/h3>\n

      Trusts, on the other hand, are not legal entities. In fact, they have no legal personality. This makes it all the more important for trustees to rigorously document their decisions in connection with their administration, and to record them in writing in the trust’s minute book, to facilitate accountability, their own protection and, if need be, exoneration from personal liability. <\/p>\n

      Without a written document, it will be particularly difficult to demonstrate that the trustees have acted within the limits of their powers, that decisions have been made in accordance with the trust deed, that the beneficiaries have been treated fairly or that their obligations as trustees have been respected.<\/p>\n

      Why update it regularly?<\/h3>\n

      Ongoing annual updating helps avoid costly retroactive corrections, the loss of important information or documents, or the inability to obtain signatures of former directors or shareholders due to relocation, personal conflict, probate of a protective mandate or death. Keeping the minute book up to date is designed to protect the company, its shareholders and its directors. <\/p>\n

      An article by the Legal team in our Tax department<\/p>\n","protected":false},"excerpt":{"rendered":"

      The short answer: yes, absolutely! The creation and updating of a corporate minute book is a legal obligation under both the Quebec Business Corporations Act (sections 31 to 42 QBCA) and the Canada Business Corporations Act (sections 20 to 22 CBCA). The minute book: the company’s legal memory The minute book traces the company’s entire […]<\/p>\n","protected":false},"author":2,"featured_media":5822,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[132,133,134],"tags":[],"class_list":["post-5820","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-company-management","category-corporate-financing","category-did-you-know-that"],"acf":[],"_links":{"self":[{"href":"https:\/\/amyotgelinas.com\/en\/wp-json\/wp\/v2\/posts\/5820","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/amyotgelinas.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/amyotgelinas.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/amyotgelinas.com\/en\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/amyotgelinas.com\/en\/wp-json\/wp\/v2\/comments?post=5820"}],"version-history":[{"count":0,"href":"https:\/\/amyotgelinas.com\/en\/wp-json\/wp\/v2\/posts\/5820\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/amyotgelinas.com\/en\/wp-json\/wp\/v2\/media\/5822"}],"wp:attachment":[{"href":"https:\/\/amyotgelinas.com\/en\/wp-json\/wp\/v2\/media?parent=5820"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/amyotgelinas.com\/en\/wp-json\/wp\/v2\/categories?post=5820"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/amyotgelinas.com\/en\/wp-json\/wp\/v2\/tags?post=5820"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}