Minutes of Shareholders’ Meetings are corporations’ written or typed records of the decisions and outcomes of shareholder meetings.

Companies keep meeting minutes in a physical or digital collection called a minute book. Minute books can hold various corporate files, including Minutes of Shareholders’ Meetings, Shareholders’ Resolutions, Directors’ Resolutions, and Share Subscriptions.

According to the Canada Business Corporations Act, RSC 1985, c C-44, s 20(1)(b), Canadian corporations are legally required to record minutes of shareholder meetings and resolutions. Federally incorporated Canadian companies must hold an annual general meeting of shareholders.

All Canadian companies must take and save shareholder minutes and resolutions as soon as the business is incorporated. Corporate records must be available for inspection when shareholders or creditors request them.

Corporations in Canada must retain corporate information, like minutes, in a current minute book. LawDepot’s corporate supplies provide assurance that you meet the minute book standards set by the Canadian government for corporate record keeping. Corporations must keep meeting minutes for six years or two years after the corporation is dissolved.

To take Minutes of Shareholders’ Meetings, complete the following steps:

1. Provide corporate information

Corporate shareholder meeting minutes must include the jurisdiction of incorporation in the document, meaning whether the company operates under federal or provincial regulations.

You’ll also need to include the company's name. Write down the names of the meeting chairperson and secretary (i.e., the person writing the meeting minutes). The chairperson or secretary must also sign the minutes.

The meeting minutes should also include the meeting's date, time, and location in the document.

2. Agenda and resolution information

Include any agenda items, such as confirming quorum, reviewing previous meeting minutes, and discussing company reports.

Prepare resolutions for matters that require formal approval, such as adopting minutes or approving financial statements.

3. Record the voting outcomes

Ensure any decisions about meeting motions and proposals are included in the current minutes. While not mandatory, the minutes could also include a section on topics attendees will discuss at future meetings.

It’s essential to be accurate, truthful, and concise when taking meeting minutes. Meeting minutes can be reviewed and questioned in court during legal proceedings.

Minutes are legally required. Besides that, there are many other benefits of taking minutes:

1. Acts as a legal record that protects a company during litigation.
2. Provides transparency toward decisions and actions by the corporation and its shareholders.
3. Serves as a paper trail for auditors (for tax purposes) and regulatory bodies.
4. Shows that the company engages in sound decision-making and follows bylaws and proper processes.
5. Holds meeting participants accountable and responsible for actions agreed upon in the meetings.
6. Enables shareholders and attendees to review what was discussed in past sessions.
7. Acts as a framework for future meetings, as you can use minutes to build on work and plans from previous meeting minutes.

Review your Corporate Bylaws before creating your shareholders’ meeting minutes. This ensures your company adheres to internal rules and procedures and helps comply with federal, provincial, and territorial laws.

Shareholders can use meeting minutes to record all types of resolutions, such as the:

• Actions taken or agreed upon in the meeting
• Voting outcomes of proposals put out by the board
• The outcome of motions (taken or rejected)

Canada Business Corporations Act (CBCA) does not state that signing meeting minutes is a legal requirement. However, having the chairperson and/or secretary’s signatures on your meeting minutes validates the document and shows that its contents were truthful and accurate. Signed meeting minutes signal to governing bodies that the document was reviewed and approved.