How to organize your corporation or llc minute book maintaining corporate or llc compliance is an essential function that begins with being organized. Minute book we will prepare a minute book for the corporation containing its corporate records, certificate of incorporation and share certificates. After your business has been incorporated and you receive your certified articles of incorporation, there are several things that you should do. Every corporation in canada is required to maintain an official record of its activities including records of any annual meetings conducted by the. Every business has several legal requirements they must follow. It is generally advisable to acquire such a minute book at the time of incorporation.
What is a minute book and why should every corporation have one. Corporate minute book and registers are very useful organizational tools that project a professional image of any new corporation. Minute books are legal necessity for incorporated businesses fbc. Many incorporation websites will sell you a minute book, but will only give you blank documents for you to fill in. The need to be done right, updated annually and be well maintained. If you want to purchase the minute book at a later date, you may do so. Whether you have organized your corporation in delaware, california or any other state, your existence as a corporate entity begins with the filing of your organizational certificate of incorporation or articles of incorporation states differ on what they call this document. Corporate minute books and supplies new business now. Online minute book services availble now with incorp pro. This functional minute book binder and slipcase is available with a burgundy leatherette cover with gold detailing and brass plate permanently adhered to the spine for easy identification.
If you are ready to incorporate your business, then we would be honored to join you in this important first step in the long life of your new enterprise. On an annual basis, the corporation is required to hold an annual meeting. Named companies vs numbered companies in terms of cost to set up. Incorporation, incorporation in alberta, incorporation in british. Incorporating in ontario, incorporation, incorporation in alberta. Such record is normally kept in a book called a minute book. The minute book must be stored in a physical location within the province of alberta. These records keep track of the corporations activities and can be. T he incorporation procedure in alberta is easier than ever.
A well organized minute book might be divided into the following sections, each containing the documents listed and with an accompanying index. Hard copy we provide a hard copy minute book which we complete on your behalf with the relevant bylaws, resolutions and registers, as at time of incorporation. Corporate records and other corporate obligations corporations. Minute books are sometimes referred to as company book in canada, or as a transliteration of its french name, minutes book i. We will make this one easy in the named companies vs numbered companies debate. The minutes of the annual meeting are recorded in the minute book. Corporate minute book edmonton registrations are us. Examples of documents that must be kept in the minute book are the articles of incorporation, the rules and bylaws of the corporation, registers of the directors, shareholders, number of shares issued, and the minutes of director and shareholder meetings.
The minute book is designed to record resolutions of the shareholders and directors as. Dec 30, 2015 canadian corporate minute book on december 30, 2015 december 30, 2015 by lawrenceogbonnah in uncategorized please note that i am definitely not a legal expert in this area. Why a company needs a minute book extra costs will be incurred there are many reasons why a minute book may be requested. Minute books calgary registry registries motor vehicles. You can incorporate a company yourself with very little trouble and no legal fees to pay. The speaker was darlene lafond, master tax accountant, registered public accountant in alberta the main purpose of the webinar was to explain a bookkeepeers responsibility with regards to the corporate minute book was one of quality control.
Minute book is one of the most important step during your business incorporation process. Keeping a minute book is a legal requirement for all canadian corporations. Minutes are an essential part to any meeting and are used as an official account of the decisions made during a boardshareholder meeting. Documents within your corporate minute book must be kept uptodate. Ultimately, its a job that starts with you, your companys owner, secretary or shareholdersand it doesnt have to be difficult or complicated. The minutes should also include basic information date. When a new company is incorporated there is a three step process. A corporate minute book holds all your important corporate documents, such as articles of incorporation, shareholder and director meeting minutes, tax filings, share certificates, bylaws and other legal documents, in one convenient registry. Corporate minute book template canada company formations. Minute books are available from legal stationery stores and search houses. That is to incorporate as a numbered company and operate as the name used in the public a trade name. In addition, your new corporation will be required to file its own tax return each year. Select your choice of options from our menu and get incorporated. A corporate minute book is a minute book in which the corporation keeps its statutes and other legal documents require by law.
The whole legal basis of your business is based on a minute book. The speaker was darlene lafond, master tax accountant, registered public accountant in alberta. Im a professional accountant but i present this information so as to put the corporate minute book on your radar and to facilitate a conversation with your lawyer. A corporations minute book is to be kept at its records office. A corporate minute book is used to store all important corporate documents such as the articles of incorporation, the minutes of shareholders and directors meetings, stock certificates, tax filings, bylaws, and other legal documents. May 09, 2017 such record is normally kept in a book called a minute book. The government of alberta maintains a database to record important. The minute book is set up when the corporation is first created. Alberta incorporation package corporation ready in two hours. Below is an detailed explanation of what goes in a minute book. By law, a corporation is required to maintain certain corporate records at its corporate records address. Learn what goes in a minute book and the importance of having a proper minute book set up. Corporate minute books free legal information legal line.
A corporate minute book is used to store all important corporate documents such as the articles of incorporation, the minutes of shareholders and directors meetings, stock certificates, tax filings, bylaws and other legal documents. All minute books have the same content, it is the cover and accessories which differ. If meetings are held that violate the legal requirements for a meeting. A minute book is a binder, case, or file containing the documents and records that a corporation is required by law to keep. All subsequent entries into the minute book are your responsibility. A limited partnership is a partnership consisting of one or more general partners, who have unlimited liability, and one or more limited partners, who have limited liability depending upon their contribution to the.
A professionally updated minute book allows for quick organized reference to corporate documents, and is extremely important in a variety of corporate transactions, such as the sale of the corporation to another shareholder the purchasers lawyer will usually want to examine the corporate minute book in advance of the sale to ensure that all. Our team will ensure that your incorporating in canada with the least amount of problems. This leads to a third option with respect to named companies vs numbered companies. Corporations often maintain their corporate records in a single book, referred to as the minute book of the corporation. Minute book explanation and buy canadian business minute books.
Why a company needs a minute book annual returns, initial returns, notices of change certain returns and filings have to be done with respect to a new incorporation, on an annual basis and when changes have occurred in addresses, directors and officers. In addition, decisions or resolutions passed by the directors are also recorded in the minute book from time to time. A minute book is a chronicle of resolutions and a resource of important corporate documents. All documents must be kept for a period of 7 years from the conclusion of the document. Your corporation is legally required to maintain minute books.
Why and how do you maintain a corporate minute book. Under alberta law, every alberta corporation must maintain certain corporate records at its registered address. Only information of substance should be included, while extensive details on what was presented excluded. What goes in a minute book resources for canadian business.
Whether you are looking to incorporate a new company or simply create a corporate minute book for your existing company, khdunkley law group will prepare your corporate minute book so as to fulfill the records requirements under alberta law and to ensure that an appropriate historical account of the corporation is maintained. Failing to take these steps can lead to significant problems for a corporation, including incurring penalties and having the corporation struck from the corporate register, meaning it no longer exists as a. Jun 27, 2018 making updates to the corporations minute book. Why a company needs a minute book resources for canadian. We recommend that you purchase this minute book at the time of incorporation. This guide explains in easytofollow steps how to incorporate a small non. In may 2011, i attended a webinar sponsored by ipbc on the corporate minute book and annual registration requirements for ccpcs. If you order the lawdepot advantage minute book option when you order your bc incorporation, a minute book together with completed corporate bylaws, registers and director and shareholder organizational minutes will be sent to you. Minute books business incorporation canada incorporate in. Canadian corporate minute book small business accounting blog. View this quick video to learn more about corporate minute book.
Drafting and revising bylaws for notforprofit organizations. What is a minute book and why should every corporation. Minute book incorporate canada canadian incorporation. Incorporate canada canadian incorporation incorporating. Incorporate your business using our online alberta incorporation package. Canadian incorporation services corporation centre is canadas premier incorporation resource for canadian small businesses and speeds up the canadian incorporation process to incorporate in canada.
The process of preparing the required documentation for incorporation can begin once the usual. A filestamped copy of the certificatearticles of incorporation and all subsequent amendments as filed in the state of incorporation. Alberta incorporation package comes with nuans report, minute book, gsthst registration, business number, payroll, importexport account registry and more. Your corporation is a separate legal entity that must fulfill certain obligations under the canada business corporations act cbca. Pursuant to section 211 of the business corporations act alberta a corporation shall prepare and maintain at its records office records containing a the articles and the bylaws, all amendments to the articles and bylaws, a copy. In calgary, and all alberta, a corporation is an entity created by law. A minute book is a central place for storage of all of this information. Why a company needs a minute book the dangers of not properly setting up. What are annual corporate maintenance requirements for. More and more people are using a corporate structure for their businesses.
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