Minute Book is a book in which written minutes or other records are entered. A book in which the resolutions of different meetings of the company are written for, a permanent record is called a minute book. Companies are legally obligated to maintain certain records. The expression “minute book” is often used to refer to the binder or bound book that contains these records. A corporate minute book is a binder filled with your company’s documents and records. As such, it serves as the primary record of your corporation’s activities.
A minute book refers to a book kept by the clerk of a court for recording a summary of all the judicial orders in a proceeding. It is the official written record of the transactions of the stockholders and directors of a corporation.
The following documents are typically found in minute books:
- Articles of Incorporation (and any other Articles of the company) – The Articles of Incorporation outline the company’s name, registered address, number of directors, name and address of the company’s directors, object/purpose of the corporation, number of shares, voting rights, restrictions on the transfer of shares, etc.
- By-laws of the company – It is important for any corporation to verify that any business it purports to conduct is consistent with its by-laws, otherwise, the by-laws must be amended before the company can proceed with such business.
- Minutes of the directors’ and shareholders’ meetings/resolutions – Upon incorporation of a company, the company’s directors and shareholders must make key decisions pertaining to the initial organization of the company such as the company’s financial year-end, the company’s bank, auditor, etc.
- Directors and officer’s registers – These registers maintain a log of all of the directors, officers, and shareholders of the corporation since incorporation.
- Shareholder register and ledgers – A shareholders’ ledger is a document that identifies each shareholder of the corporation and indicates how many shares such shareholder owns.
- Share transfer register – Copies of any documents or forms filed with governmental authorities such as corporate initial and annual filings, trademark applications, tax reliefs, etc. must be kept in the Minute Book.
- Share certificates (original or copy) – A share certificate is a certificate issued by a corporation to every shareholder certifying that such shareholder is the registered owner of shares in the company.
- Shareholders’ agreement (if any) – A shareholders’ agreement is a contract between all (or some) of the shareholders of a company that structures the relationship between the shareholders.