A corporate minute book is the working record of a corporation’s own legal history — its articles and by-laws, every shareholder and director resolution, its securities register and its accounting records — and it is the document a buyer’s counsel relies on to confirm that everything the seller says happened, happened the way the statute required.
For a CBCA corporation the contents are not a drafting convention, they are a statutory requirement. Section 20 requires the corporation to keep “the articles and the by-laws, and all amendments thereto, and a copy of any unanimous shareholder agreement,” “minutes of meetings and resolutions of shareholders,” copies of the notices filed on a change of directors or registered office, and “a securities register.” Section 20(2) separately requires “adequate accounting records and records containing minutes of meetings and resolutions of the directors,” with s. 20(2.1) fixing a six-year retention period for the accounting records, and s. 20(4) making the whole set open to inspection by the directors at all reasonable times. Every one of those is a discrete diligence check: articles and amendments in full, every shareholder and director resolution rather than a representative sample, a securities register that reconciles to the cap table the seller circulated, and accounting records that go back the full six years.
What that means in practice is that a minute book is transferred, not just reviewed. In an Ontario share purchase, treadstonelaw notes plainly that “the minute book…is handed over to the buyer at closing as part of what’s being purchased,” which is exactly why counsel reviews it during diligence and confirms at closing that it is complete rather than discovering gaps afterward, when the buyer owns the entity and any defect in its own corporate history. As the article puts it, “an incomplete minute book at closing is a real issue worth flagging, not a minor detail.”
Diligence on a target turns up a securities register showing 1,000 Class A shares issued to two founders, but no director resolution authorizing a follow-on issuance of 150 shares to a third founder three years ago — the share certificate exists, the third founder has been treated as a shareholder ever since, but the corporate act that was supposed to create those shares is missing from the minute book entirely. Counsel cannot treat this as paperwork. Until a ratifying resolution is passed and the gap is closed, the buyer cannot be certain those 150 shares were validly issued at all, which means the cap table the deal is priced on is not yet a fact the buyer can rely on — and that is a closing condition, not a post-closing cleanup item.
See also: Articles of incorporation · Fiduciary duty of a director · Share purchase agreement.
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