Last updated April 20, 2023
What are the Minutes of Shareholders’ Meeting?
Shareholder Meeting Minutes record the decisions made during a shareholders’ meeting. The minutes, also called meeting notes, are collected in a minute book which could be a physical binder or ledger separated with tabs.
They are also known as:
- Shareholders’ Meeting Minutes
- Corporate Minutes’ of Shareholders’ Meeting
- Shareholders’ Meeting Notes
When shareholders need to record a decision made outside of a formal meeting, they can use our Shareholders’ Resolution template instead.
Why do companies use the Minutes of Shareholders’ Meeting?
Shareholders’ Meeting Minutes create a record of a company’s shareholders taking certain actions. The actions taken in the Minutes of a Shareholders’ Meeting are called resolutions. In addition, they also:
- Help keep your company’s taxes in good-standing. You could be fined by the Canadian Revenue Agency (CRA) as part of an audit or be exposed to higher taxes, penalties or fines. The minute book helps to prevent this by providing a paper trail for the CRA.
- Help to prevent confusion among shareholders and insurers. The shareholders can easily refer back to the minute book for clarification.
Might be required in order to open bank accounts or take out loans for the company.
What companies are required to keep the Minutes of Shareholders’ Meeting?
All corporations that hold shareholder meetings are required to keep Shareholder Meeting Minutes, this includes both public and private companies.
The CRA also states that all corporations must keep the minutes of their shareholders in their records. The same must also be done for Directors’ Meeting Minutes.
Who’s usually in charge of taking the Minutes of Shareholders’ Meeting?
Generally, the appointed secretary is in charge of taking the meeting minutes. If the secretary is unable to attend, then the company’s chairperson can appoint someone else to act as a secretary to record the meeting minutes as long as they adhere to the company’s Corporate Bylaws.
What types of resolutions are included in the Minutes of Shareholders’ Meeting?
Shareholders can use meeting minutes to record all types of resolutions, such as the:
- Actions taken or agreed upon in the meeting
- Voting outcomes of proposals put out by the board
- The outcome of motions (taken or rejected)
- The items to be held over to a meeting at a later da
The following information is often included in the minute book:
- Date and location of the meeting
- Who in the company attended the meeting
- A summary of the company’s actions
Our template allows you to neatly outline your information and have it ready for review.
Do companies have to save the Minutes of Shareholders’ Meeting?
Shareholders’ Meeting Minutes do not have to be filed, however, they should be kept with the rest of your corporate records. Generally, you must keep all required records and supporting documents for a period of six years from the end of the last tax year in which they are related. Saving meeting minutes will help to keep your company in good standing.
Keeping your company in good standing means abiding by the following requirements set by Corporations Canada:
Smaller corporations are not required to hold shareholders’ meetings. Instead, they may wish to conduct business through written resolutions.
Written resolutions held in lieu of a shareholders’ meeting are valid as long as they are signed by all shareholders who are entitled to a vote. These resolutions should also be kept with other corporate records.
