Do I need a physical minute book?

David van Moorsel

By law, a corporation is required to maintain certain corporate records at its corporate records address. This information must be made available to persons entitled to access it, which can include shareholders, directors, creditors, and members of the public. In many Provinces, such as Alberta, the law does not specifically require these records to be kept in physical form, so long as they are readily accessible at the records address and can be reproduced easily for those entitled to view them. Accordingly, in these jurisdictions, a physical minute book is not required.

Having all records stored digitally¬†can actually save a corporation some hassle and expense, as the corporate records can be easily shared with accountants, bankers, potential purchasers, and others who might require access. It can also make it easier to add and subtract shareholders from the corporation because it’s not necessary to cancel existing share certificates and issue new ones. Instead, the issuance or transfer of shares is recorded in a digital share register that records details of each transaction.

As the use of digital signatures becomes more prevalent, the use of physical minute books and share certificates will likely fade.

All of our incorporation packages include a digital minute book which can be downloaded and accessed by the client at any time. Physical copies can be also printed if desired, however, we recommend maintaining files in a central location in order to prevent any overlap or confusion as to which records should be updated when transactions occur. If we act as your registered office and records address, we ensure that your digital records are kept safe and up to date. If you decide to stop using our services, you can simply download your files from our secure cloud storage provider and maintain them on your own. It’s just that easy.

Share this Article