Limited Liability Companies – Minute Books…

May 20

Limited Liability Companies – Minute Books…

Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only. If you need legal advice with respect to creating a limited liability company, you should seek professional assistance (e.g. make a post on Dynamic Lawyers). We have Toronto and Ottawa business lawyers registered on the website who can answer your questions or help you draft and submit articles of incorporation for Ontario or Federal corporations.

As a follow up to my previous blog post about limited liability companies, I thought it would be worthwhile to discuss some of the things that go into the Minute Book (which is often overlooked when people incorporate their businesses).

A Minute Book is just a compendium of documents that help organize the corporation. It doesn’t have to be in any particular form. It’s more like a binder than anything else where you can slip in the following (usually in this order):

Incorporation Certificate;
Articles of Incorporation;
By-Laws of the Corporation;
Consents to Act as Directors;
Resolutions and Meeting Minutes of Director and Shareholder Meetings;
Register of Directors (this shows who has been a director, when they were a director, and their address);
Register of Shareholders (this shows the class of share and number of shares issued to a particular shareholder);
Stated Capital (which shows the number of issued and outstanding shares);
Share certificates (these are the pieces of paper which show who owns the shares in the corporation); and
Corporate seal (although it is not formally required, a corporation may use a corporate seal which may have a logo and its name on it to stamp on documents for business purposes).