Because a corporation acts through its directors, it must record its decisions as “Minutes” of meetings properly constituted, and of resolutions properly voted upon. The Minute Book is designed to record resolutions of the shareholders and directors as reflected in the Minutes of their respective meetings. Accordingly, it is recommended that a Minute Book be prepared by the corporation at the moment of its inception and maintained annually (or more frequently) to reflect corporate changes as they occur until the corporation is eventually wound up.
The Government of Alberta maintains a database to record important corporate information for every corporation registered to do business in Alberta. Those responsible for the corporation must ensure that the information is kept up-to-date.
In addition to the requirements to register certain information with the Government, a corporation is required to keep records for a variety of other purposes, such as for employment, taxation, proof of ownership, management or control, or to evidence other important developments of a corporation over its lifetime. . The records required to be kept may vary depending on the kind of business. The records pertaining to the corporation’s origin, ownership, by-laws, and other incorporating documents are normally contained in the Minute Book. The Minute Book is not intended to reflect the day-to-day business of the corporation, but limited in scope to purely corporate matters.
There is no statutory requirement to file or to disclose all of the material contained in a Minute Book. Indeed, much of what is contained in a corporation’s Minute Book is confidential and should only be released to certain stakeholders.
All records of the corporation should be located either at its Registered Office or Records Address. Often a corporation will appoint a law firm as the Registered Office to keep the Minute Book apart from the other records of the corporation.
For more information concerning corporate records and what must be maintained, registered and disclosed, see the Alberta Business Corporations Act.