Minute Book Templates

Hello Experts,

I am trying to put together a Minute Book for my small corporation and am I correct in thinking that all of the below are pre-made templates that I can download somewhere and just fill them in?

1.      Corporate company ownership structure (showing upstream parent company/companies, Trusts and personal shareholders)
2.      Shareholder’s Register/Ledger (current and up-to-date)
3.      Share Certificate(s) (of majority shareholder(s))
4.      Shareholder agreement (for companies with two or more shareholders)
5.      Any other issued Articles (e.g. Articles of Amendment, Amalgamation, etc.)
6.      Director’s Register


If applicable, do they need to be specific to my province, which is Ontario where I register my corporation?
APD TorontoSoftware DeveloperAsked:
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JohnBusiness Consultant (Owner)Commented:
Your Minute Book is specific to Ontario where you (will) register.  

I am looking at my own Minute Book as I write below.

1. Articles - my Incorporation.
2. By Laws - meetings, business matters, Directors and so on.  1 - 6 in your list are part of the By Laws
3. Annual Minutes.
(a) Approval of Financial Statements
(b) Confirmation of Proceedings.
(c) Appointment of Accountants.
(d) Consent to act as Director.
(e) Consent of Shareholder.
(f) Appointment of Officers.
4. Declaration of Dividends paid, if any,

You need a lawyer to prepare your Minute Book each year and this is one thing not to ignore or skimp on.

I trust this helps.
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APD TorontoSoftware DeveloperAuthor Commented:
Hi John,

I called Probono Ontario and talked to a lawyer and they said that I don't need a lawyer, but rather an accountant to give me templates.

Before calling Probono I heard that I need a lawyer, and now you can see I am going in circles.

Do you do Minute Books, or do you know of any lawyer in GTA? What is the cost?

What do you think about: http://www.incorpdirect.ca/Minute-Book-Ontario/
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JohnBusiness Consultant (Owner)Commented:
I used a lawyer to incorporate my business and that lawyer gave me the Minute Book with Articles and By Laws included. This is where shareholder and director agreements go. This (to me) is not a do-it-yourself proposition. The lawyer also gave me my Corporate Seal.

I think it is good idea for a lawyer to do a Minute Book. You could use the service above if you wish. One point of a lawyer is that if something happens to you, the lawyer knows how to dispose of the Corporation.

I now use a law firm:  one lawyer for Corporation Matters and one for Family Matters (two different disciplines)

I have an Accountant as well to compile and file my T2 (for Profit) tax return. I do my own HST Accounting and Remittances.
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JohnBusiness Consultant (Owner)Commented:
However you decide (Lawyer or do-it-yourself) you need all the items I laid out above. Lots of stuff in By Laws.
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APD TorontoSoftware DeveloperAuthor Commented:
I incorporated 8 years ago, I did not know any better and a private accountant (I am now with Softron) incorporated for me and charged me  $800.  I know this was a mistake now, but should I have received a Minute Book from him?
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JohnBusiness Consultant (Owner)Commented:
Softron would probably not know much about or care about Minute Books. The priced charged for Incorporation is reasonable. I paid a bit more than this but I got advice from the lawyer and overall I was happy.

I incorporated 8 years ago

I incorporated about 15 years ago. The incorporating lawyer was too pricey to do annual minutes books and I let it lapse. I went to a lawyer for Family and he did 6 or 7 years or so of minutes for a reasonable sum.

Then I switched to my current firm and the Corporation lawyer does annual minutes for me. A basic year without a Dividend is economical, but now I have to pay Dividends annually.

Lawyers and Accountants are a cost - no doubt. But my Accountant keeps CRA off my back and my Lawyers ensure the Corporation is a proper entity that can be dealt with if I cannot.
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APD TorontoSoftware DeveloperAuthor Commented:
You are not able to disclose who is the law firm and how much they charge?
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APD TorontoSoftware DeveloperAuthor Commented:
Thank you John!
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JohnBusiness Consultant (Owner)Commented:
You are very welcome and I was happy to help. I am around here in EE and not too far from you geographically.
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APD TorontoSoftware DeveloperAuthor Commented:
Thank you very much. Being in Toronto helps as you understand the challenges. Maybe we can do coffee sometime.
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JohnBusiness Consultant (Owner)Commented:
I made a note and see if we can do that.
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