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Minutes of Shareholders' Meeting

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Alberta

AlbertaBuilt for Alberta
Different provinces have different rules and regulations. Your Minutes of Shareholders' Meeting will be customized for Alberta.



Frequently Asked Questions
What is the difference between a resolution and minutes?A resolution is a written document that describes the actions taken by the shareholders of a corporation in lieu of an actual meeting. The minutes are a written document that describes and records actions taken and resolutions passed by the shareholders during a regular or special meeting of the shareholders. You can select Shareholders' Resolution from the All Products page instead if you prefer.What is the Jurisdiction of Incorporation?The Jurisdiction of Incorporation is the Province or Territory in which the corporation was incorporated or the Province or Territory in which the corporation was continued. In Canada a business may also be incorporated federally, which allows the corporation to trade across all provinces and territories using the same name.

If you are unsure of your corporation's jurisdiction, check your articles of incorporation or corporate charter.


Your Minutes of Shareholders' Meeting

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MINUTES OF SHAREHOLDER'S MEETING

MINUTES OF A MEETING OF THE SOLE SHAREHOLDER (the "Shareholder") of __________ (the "Corporation") held at __________ on 28th day of May, 2024.

The following Shareholder was present, constituting the sole member of the Corporation:

  • _________________________

The sole Shareholder of the Corporation being present, formal notice calling the meeting was dispensed with, and the meeting declared to be regularly called.

The following memorandum was then read and ordered to be inserted in these minutes: "I, the sole Shareholder of the Corporation consent to this meeting being held at the above time and place and do waive notice and publication of this meeting and consent to the transaction of such business as may have come before it, as testified by my signature below.

______________________________
_________________________

UPON A MOTION DULY MADE, seconded and unanimously carried, _________________________ acted as Chairperson of the meeting and _________________________ as Secretary of the meeting.

The Chairperson presented to the meeting and the following resolutions were offered, seconded and unanimously adopted.

BACKGROUND:

  1. The Corporation is a corporation organized and operating in accordance with the laws of the Province of Alberta.
  2. The Shareholder desires to make certain resolutions.

IT WAS RESOLVED THAT:

  1. _________________________
  2. There being no further business to come before the meeting, the meeting was adjourned.

DATED in the laws of the Province of Alberta, this 28th day of May, 2024.

_________________________
_________________________ (Secretary)

Last updated December 27, 2023

Written by


Reviewed by


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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. 

Meeting Minutes 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

What information is included in Shareholders’ Meeting Minutes?

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.

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