Substance Law provides minute book maintenance, review, and rebuild services for corporations across Canada. A properly maintained corporate minute book is essential for good governance, financing, transactions, and compliance with corporate law requirements. Missing or outdated records can create serious issues during due diligence, audits, shareholder disputes, or when selling or restructuring a business. That’s why we offer minute book rectification services.
Whether your corporation needs routine maintenance, a legal review to confirm your records are complete, or a full rebuild after years of neglect, our lawyers deliver practical, organized solutions.
What Is a Corporate Minute Book?
A corporate minute book is the official legal record of a corporation. It typically includes key corporate documents such as:
- Articles of incorporation and articles of amendment
- Corporate bylaws and resolutions
- Registers of directors, officers, and shareholders
- Share issuances, transfers, and share certificates
- Shareholder agreements (if applicable)
- Meeting minutes and written resolutions
- Annual filings and corporate records required by law
Keeping these records current helps demonstrate that the corporation has been properly managed and is legally in good standing.
Our Minute Book Services
Minute Book Maintenance
We help corporations keep their minute books current through:
- Annual resolutions and ongoing corporate housekeeping
- Updates to director and officer registers
- Share issuances, transfers, and reorganizations
- Drafting and organizing resolutions for routine changes
- Maintaining share capital records and share certificates
Minute book maintenance helps avoid surprises during financing, audits, or business sales.
Minute Book Review
We provide structured reviews of existing minute books to identify:
- Missing documents and incomplete records
- Deficiencies in corporate resolutions or registers
- Share capital inconsistencies
- Governance gaps and compliance concerns
- Items commonly raised in lender or investor due diligence
After review, we provide clear recommendations and a plan to remedy deficiencies.
Minute Book Rebuild and Rectification
If your records are missing, inconsistent, or years behind, we can rebuild your minute book by:
- Reconstructing corporate history based on available documents, including rectifying resolutions
- Preparing replacement resolutions, registers, and share records
- Correcting share capital and ownership documentation
- Organizing records into a clear and lender-ready format
- Aligning your corporate records with your current structure and operations
A rebuilt minute book can be essential before financing, transactions, or corporate restructuring.
When You May Need Minute Book Help
You may benefit from minute book review or rebuild services if you are:
- Raising capital or applying for financing
- Selling your business or preparing for an acquisition
- Completing a corporate reorganization
- Bringing on new shareholders or changing ownership
- Addressing shareholder disputes
- Not sure your corporate records are current or complete
- Transitioning between accountants, lawyers, or internal management
Minute book gaps are common and often discovered at the worst possible time—during due diligence.
Why Minute Books Matter for Transactions and Financing
Investors, lenders, and buyers frequently require:
- Clean corporate records
- Verified ownership and share capital documentation
- Evidence of valid director/shareholder approvals
- Properly documented corporate changes
A well-maintained minute book helps reduce deal delays, renegotiations, and compliance risks.
Why Choose Substance Law?
- Experience with corporate governance and compliance
- Practical, organized legal support
- Transaction-ready minute book preparation
- Toronto-based firm serving clients across Canada
- Clear deliverables and efficient turnaround on corporate housekeeping
Work With a Minute Book Lawyer in Canada
If you need minute book maintenance, a minute book review, or a complete minute book rebuild, Substance Law can help you bring your corporate records up to standard and keep them that way.
Contact us today to speak with a Minute Book Maintenance, Review and Rebuild Lawyer in Canada.
Frequently Asked Questions About Corporate Minute Books
What is a corporate minute book?
A corporate minute book is the official legal record of a corporation. It typically contains incorporation documents, bylaws, registers of directors, officers, and shareholders, share issuances and transfers, resolutions, meeting minutes, and other records required under corporate law.
Is a minute book legally required in Canada?
Yes. Corporations incorporated under federal or provincial law are required to maintain certain corporate records, often referred to collectively as a minute book. Failing to maintain these records can create legal, transactional, and compliance issues.
What is minute book maintenance?
Minute book maintenance involves keeping corporate records current and accurate over time. This includes preparing annual resolutions, updating director and officer registers, recording share issuances or transfers, and documenting corporate changes as they occur.
What is a minute book review?
A minute book review is a legal assessment of an existing minute book to identify missing documents, inconsistencies, governance gaps, or compliance issues. Reviews are commonly requested before financing, business sales, audits, or corporate reorganizations.
What is a minute book rebuild?
A minute book rebuild involves reconstructing incomplete, outdated, or missing corporate records. This may include recreating resolutions, correcting share capital records, updating registers, and organizing the corporation’s legal history into a complete and transaction-ready format.
When should a minute book be rebuilt?
A rebuild may be necessary if records are missing or inaccurate, if the corporation has not completed corporate housekeeping for several years, or if deficiencies are identified during due diligence for financing, investment, or a sale of the business.
Do lenders and investors review minute books?
Yes. Lenders, investors, and purchasers routinely review corporate minute books during due diligence to confirm ownership, governance, and proper authorization of corporate actions. Deficiencies can delay or jeopardize transactions.
Can minute book issues affect a business sale or financing?
Yes. Incomplete or inaccurate minute books can lead to deal delays, additional legal costs, renegotiation of terms, or, in some cases, failed transactions. Addressing issues early helps reduce these risks.
Can you help with both federal and provincial corporations?
Yes. We assist with minute book maintenance, review, and rebuild services for both federally and provincially incorporated corporations across Canada.
How much does minute book legal support cost?
Costs depend on whether you need routine maintenance, a review, or a full rebuild, and on the complexity of the corporation’s history. Many minute book matters can be handled on a fixed-fee basis after an initial review.
