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The Risk of an Outdated Minute Book #shorts

31 Mar 2026 · 1 min

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In this short video, corporate lawyer Bob Gauvreau explains that a minute book is a legal requirement for Canadian corporations under the Business Corporations Act. He identifies the two biggest risks: a minute book that does not exist at all, and a minute book that is not kept up‑to‑date. He outlines the mandatory items that must be recorded—annual general meeting minutes, board of directors minutes, and any major acquisitions or capital contributions—and stresses that the book must be refreshed each year. Gauvreau warns that during a government audit, a sale, or any regulatory review, an absent or outdated minute book will be the first red flag, calling the company’s legitimacy, integrity, and the owner’s credibility into question.

Chapters

What are some of the greatest risks and errors associated with minute books? Is either one, minute book doesn't exist at all, it was never created, or two, it's not up to date. If you don't have one established, it's actually a requirement under the corporations, the Business Corporations Act of Canada and in your province to make sure that these are up to date. If the government is doing any sort of audit, it's going to be one of the first things that they ask for is an up-to-date minute book. All your resolutions are up to date from all of the historical past and and then you update your minute book every single year. Some things that need to be included: when your annual general meetings have happened, any minutes of the board of directors, any sort of acquisitions or major capital contributions should be documented within your minute book. Should a government agency or you wish to sell your entity, that everything is always up to speed, because if it's not, it really pulls into question the validity of your business entity. It pulls into question your integrity to a certain extent as well, and your legitimacy as a business owner.