By Alessandro Perri and Jane Shpolska
A corporate minute book: it is a dull, prose-less compilation of legal documents that most people do not find enjoyable. Arguably, for good reason! Let’s face it – a minute book is not written by Margaret Atwood or Malcolm Gladwell.
Whenever your business reaches a critical point in its life cycle (e.g., when issuing shares to new investors, reorganizing for tax purposes, or selling the entire business), a well-maintained corporate minute book can save you time and money.
As technology makes our lives easier, the age of the physical minute book is slowly coming to an end.
You heard that right – the minute book is going digital and we think our clients will benefit.
What is a minute book?
A minute book tells the story of your company.
A well-maintained minute book includes documents such as, the company’s articles of incorporation, by-laws, annual resolutions, registers that keep track of the directors, officers and shareholders of a company, share certificates, financing and loan documents and many more. Until recently, minute books have been physical, with one, or often multiple, binders full of these corporate documents.
Why should I care that this information can now be online?
Physical minute books are great, but they are inefficient. Physical minute books (and their contents) need to be:
- STORED PHYSICALLY. With the cost of space in the Greater Toronto Area increasing, the cost to store minute books at your advisor’s place of business will likely also increase.
- COURIERS. If you store your minute book at your head office, you must ship it to your lawyers or accountants whenever they need to review it and/or update it. Then, the lawyers or accountants need to courier it back. Inaccessibility is an understatement.
- PHYSICALLY SIGNED. Corporate documents may need to be signed by directors, officers or shareholders and sometimes by all of them. For example, if a resolution needs to be signed by all the directors of a company and each director lives in a different city in Ontario, it can become an administrative hurdle to send the resolution to each party for signing and to keep track of who signed and returned the document.
Online minute books (and their contents) would save you time and money because, they are:
- STORED ON THE CLOUD. Of course, there will still be a cost to this, but, with the cloud, you have unlimited space at one price.
- IMMEDIATELY ACCESSIBLE FROM ANYWHERE. Whenever you, your lawyer or your accountant need access to your minute book, you can easily and securely share it at the click of a button. Courier fees are eliminated, as well as waiting for a package of minute books to arrive at your office. Also, if you want to keep certain sections of your minute book confidential to a third party, you can choose to share only specific sections of the minute book with them.
- ELECTRONICALLY SIGNED. Online minute book companies have integrated and secure electronic signature capabilities, which would save time and reduce administrative costs when signing multi-party documents.
Houser Henry & Syron respects the value of time and the importance of addressing client needs efficiently and effectively. We believe online minute books improve workflow and would be a valuable and beneficial tool for our clients.
To make the switch from physical to digital minute books, please contact Jane Shpolska at 416.860.8003 or JShpolska@houserhenry.com to learn more.
Since 1934, Houser Henry & Syron LLP has provided legal services to Canadian and foreign private businesses, helping them deal with complex legal challenges to grow and to manage risk successfully. We help our clients with mergers and acquisitions, commercial real estate, reorganizations, shareholders disputes and agreements, commercial agreements, employment issues and financing. We also pride ourselves in practising in Plain English.
~ This publication provides an outline of issues for business professionals to consider. The content should not be taken as legal advice. It is not exhaustive and is subject to change. Please consult with an HHS lawyer for information or advice specific to your situation. © HHS 2021