If your business is incorporated either federally or provincially, you are required to keep corporate records. The most common form of maintaining the corporate records is the minute book which serves as the record of your business' significant activities.

Initially, your minute book includes documents such as the articles of incorporation and bylaws, shareholders agreement, if any, subscription to shares and organizing resolutions. Over the years, the minute book will
include the minutes (or resolutions) of directors' and shareholders' meetings, the appointment of auditors, changes of directors, shareholders, by-laws, articles, and dividends paid to name a few.

It may be that you let the minute book slide for a while when you were busy running and growing a business. But remember, it is something that will need to be dealt with at some point. Interested buyers of your business are likely to request a copy of the minute book as part of their due diligence.

If your minute book is not up-to-date with all your corporate records, you are not alone. Thankfully there are steps you can take to bring the minute book up to date. It takes time, so act well before you wish to sell your business. Start by ensuring the annual resolutions are up to date by either preparing the resolution for each year or using an omnibus resolution for the outstanding years, update the register of the directors, officers and shareholders and ensure all filings required by the government are completed. Speak to your accountant as he or she will be able to advise you and your lawyer which past and upcoming transactions should be documented in the minute book. Your accountant and lawyer work together as a team to help keep the record-keeping side of your business as painless as possible for you.

The more thorough your minute book is, the more transparent and well-run your business will appear to a potential buyer. Once your minute book is up
to date, it will be easy for you to continue to maintain full and accurate corporate records until the time when you are ready to put the business up for sale. Not having to drop the price when selling your business or scrambling to update the records at the last minute due to inaccurate records will make the process well worth the effort in the long run.

The business lawyers at Kelly Santini LLP can guide you on all the requirements.