The minute book for a BC company: what must be in it and who asks to see it

Every BC company has to keep a defined set of corporate records at its records office. Most people call that collection the minute book. If you incorporated online, or have not looked at yours since the day the company was formed, it may be thinner than the law expects.

This article sets out what the Business Corporations Act says must be in the minute book, who has the right to see it, the people who will ask for it when money or a sale is involved, and the options if records are missing.

What the minute book is

The Business Corporations Act does not use the phrase "minute book". It requires a company to keep specific records at its records office, an address shown on the company's public record. Section 42 lists them, section 44 says they must be deposited there promptly after the company prepares or receives them, and the company must take adequate precautions to keep them complete, avoid loss and falsification, and allow simple, reliable and prompt access.

The records can be kept on paper or electronically. Section 43 allows a company to keep them elsewhere, including in electronic form, as long as they can be inspected and copied at the records office. Many companies use their law firm's office as the records office, and the firm keeps the book.

What must be in it

Section 42 is long, but for a typical private company the core contents are:

• Founding documents. The certificate of incorporation (and any certificate of name change, amalgamation, continuation or restoration), the incorporation agreement, and the articles with every resolution that altered them.
• Registers. The central securities register, which records every issue and transfer of shares, and the register of directors.
• Director paperwork. A copy of each director's consent to act and each written resignation.
• Shareholder decisions. Minutes of every shareholders' meeting, every consent resolution of shareholders, and the full text of resolutions passed at meetings.
• Director decisions. Minutes of every directors' meeting, every consent resolution of directors, and the written disclosures directors make about conflicts of interest.
• Financial statements. Copies of audited financial statements, if any, and the financial statements for the most recently completed financial year.
• Court and registrar orders. Copies of orders made about the company under the Act.

A private company must also keep a transparency register, a list of the individuals who own or control 25% or more of the shares or votes, or can control the board. It must be kept at the records office or be available there electronically, and it must be reviewed every year. It sits alongside the minute book and is often kept in the same binder or folder.

Small companies often get the formation documents right and then stop. Share issues, transfers, director changes and annual resolutions are where gaps appear. Our BC company annual compliance checklist covers the resolutions and filings that should be added each year.

Who has the right to see it

Inspection rights depend on who you are and which records you want. Under section 46:

• Current directors may inspect all of the section 42 records, without charge.
• Shareholders may inspect the records other than directors' minutes, directors' resolutions and directors' disclosures, unless the articles give them more.
• Former directors and shareholders may see records from the period they held that role, on similar terms.
• Anyone else may, for a fee capped by regulation, inspect a narrower set of records that, for a private company, excludes the minutes, resolutions and financial statements.

A shareholder is also entitled to a free copy of the notice of articles and the articles on request. If a company refuses access, section 50 lets the person apply to the registrar, and ultimately to the court, which can order the records produced and order costs.

Who will ask for it in practice

The legal inspection rights matter in disputes. Day to day, the minute book is requested whenever someone needs to rely on the company's authority or ownership:

• Banks and lenders opening accounts, extending credit or taking security often ask for the articles, the register of directors and the resolution authorizing the borrowing.
• Buyers and investors in a share sale or a new investment review the whole book during due diligence. Missing share issues or unsigned resolutions can delay a closing or lead to price holdbacks.
• The Canada Revenue Agency can ask for corporate records in an audit. Under the federal Income Tax Regulations, directors' and shareholders' minutes and share ownership and transfer records must be kept until two years after the company is dissolved.
• Lawyers and executors dealing with a shareholder's death or separation need the securities register to confirm who owns what.

If you are planning a sale, our guide to preparing your business for sale explains why corporate records are one of the first things to tidy.

If records are missing or the book is lost

Gaps are common, especially in companies set up online or run for years without legal help. Some can be fixed by preparing and signing resolutions that confirm decisions made earlier, provided the facts support them and the people involved agree. A missing central securities register can usually be rebuilt from share certificates, subscription records, tax filings and the company's public filings.

Where a record was lost, destroyed or never created and cannot simply be recreated, section 45 lets an interested person apply to the BC Supreme Court. The court can declare what the record contained, and that it existed with full legal effect from a date it chooses. That route is used where ownership is genuinely uncertain, for example when a founder has died or shareholders disagree about who holds what.

The aim is a book that is accurate, not one that rewrites history. Backdating a record to make it look as though something happened when it did not can create more problems than the gap it was meant to fix.

Not sure your minute book is complete? Have it reviewed before someone asks for it

Our business lawyers can review your company's minute book against the Act, prepare the missing resolutions and registers, update the transparency register and keep the records office for you going forward.

Call 604-259-2844 or send us a message to arrange a consultation at our Vancouver office.