What is a Quebec corporation minute book?
The minute book is the binder, paper or digital, in which a Quebec business corporation keeps the records required by law: articles, by-laws, minutes, resolutions and the securities register.
In French, it is the livre des minutes, also called livre de compagnie; the Business Corporations Act itself simply speaks of the corporation’s “records”. This guide relies on sections 31 to 38 of that Act and on chapter 11 of Paul Martel’s reference work, which explains why these records matter so much:
The corporation is born by virtue of a writing, and it lives and manifests itself through writings: this is the only means it has to manifest itself in a real, tangible world.
Incorp-Québec is an incorporation document preparation service: we prepare and file incorporation applications; we do not offer minute book preparation or maintenance. This guide is informational; for advice tailored to your situation, consult a legal professional.
Is a minute book mandatory in Quebec?
The binder is not mandatory, but its contents are: the Business Corporations Act requires every Quebec corporation to keep its records, most of them at its head office (ss. 31 and 34).
No statute imposes a binder called a “minute book”. The Act requires records, and the minute book is simply where you keep them, on paper or digitally. The Registraire des entreprises does not ask for it: it is an internal document, separate from the public register and from the annual updating declaration.
Section 34 adds the accounting records and the minutes of the board of directors. Together, they make up the minute book.
What does a Quebec corporation minute book contain: share register, resolutions, share certificates?
A Quebec minute book holds six sets of records under the Act: articles and by-laws, shareholder minutes and resolutions, directors, the securities register, board minutes and resolutions, and the accounting records.
| Record | What it contains | Act | Who may consult it |
|---|---|---|---|
| 1. Articles and by-laws | Articles of incorporation and of amendment, by-laws, unanimous shareholder agreement if there is one | s. 31 (1) | Shareholders; creditors, for the unanimous agreement |
| 2. Shareholder minutes | Minutes of meetings and written resolutions signed by the shareholders | s. 31 (2) | Shareholders |
| 3. Directors | Name and domicile of each director, with the start and end dates of their term | s. 31 (3) | Shareholders |
| 4. Securities register | Names and addresses of the shareholders, number of shares, date and details of each issue and transfer | ss. 31 (4) and 33 | Shareholders |
| 5. Board minutes | Minutes of meetings and resolutions of the board of directors and its committees | s. 34 | Directors and auditor |
| 6. Accounting records | The corporation’s accounting | s. 34 | Directors and auditor |
Martel calls the first four the “structure” records, kept at the head office, and the last two the “administration” records (paras. 11-77 and 11-78). Share certificates are often filed there too: when the corporation issues them, they are paper certificates, but the board of directors may decide by resolution to issue shares without certificates (s. 61). For a single-shareholder corporation, several of these records fit on a single page.
What are the share register (securities register) requirements?
The share register is the securities register required by the Act: names and addresses of present and past shareholders, number of shares held, date and details of each issue and transfer (QBCA, s. 33).
The register also keeps past shareholders: you never erase a line, you record the transfer. In French, it is the registre des valeurs mobilières, often called the registre des actionnaires.
Where do you keep directors’ resolutions and the share issuance resolution?
A share issuance resolution is kept with the board of directors’ minutes and resolutions; the issue is then entered in the securities register, with its date and details (QBCA, ss. 33, 34 and 52).
Unless the by-laws or a unanimous shareholder agreement provide otherwise, the board decides when, to whom and for what consideration the shares are issued (s. 52). Martel describes three steps: the board resolution ordering the issue, the entry in the register, then the delivery of the certificates, if any (para. 14-68). If the shares are uncertificated, it is the entry in the securities register that represents them (s. 61). A written resolution signed by all the directors has the same force as one passed at a meeting; a copy is kept with the minutes of the board (s. 140).
Who can consult the minute book?
Shareholders may consult four of the minute book’s records: articles, shareholder minutes, directors and securities register; board minutes and accounting records are reserved for the directors and the auditor.
- Shareholders: records 1 to 4, during regular office hours, with free extracts and a free copy of the articles, by-laws and unanimous shareholder agreement (s. 32).
- Creditors: only the unanimous shareholder agreement, if there is one (s. 32). Martel notes that the creditors of a Quebec corporation, unlike those of a federal corporation, have no access to the other structure records (paras. 11-82 and 11-83).
- Directors and auditor: the board minutes and the accounting records, which a shareholder cannot demand as such (s. 34; Martel, para. 11-85).
- Tax authorities: in an audit, the CRA and Revenu Québec can require books and records under the tax laws.
Where must the minute book be kept, and for how long?
The minute book stays at the head office, or elsewhere if it remains available for inspection in Québec; accounting records are kept six years after each fiscal year, all records five years after dissolution.
- Where. Records 1 to 4 are kept at the head office (s. 31); the board minutes and the accounting records, at the head office or any other place designated by the board (s. 34). The records may be kept elsewhere, for example with your lawyer or accountant, if their contents remain available for inspection at the head office or another place in Québec, with the necessary technical assistance (s. 35).
- How long. Each accounting record is kept for six years after the end of the fiscal year to which it relates (s. 34). After a dissolution, the person who signs the declaration of dissolution preserves the records for five years after the date on the certificate (s. 322); in a liquidation, the liquidator keeps them for five years after the closure (s. 350).
The Act thus enshrines the widespread practice of having corporations’ records kept and maintained by their legal advisers.
Paper or digital: are both formats accepted?
Yes: the minute book can be kept digitally, provided its integrity is ensured; only share certificates, when the corporation issues them, must be on paper (QBCA, s. 61).
The Act does not expressly authorize digital records, but Martel explains that they are admitted by the Civil Code and the Act to establish a legal framework for information technology, which recognize the value of technology-based documents (para. 11-88). The condition: being able to verify that the information has not been altered and is kept in full, on a stable medium (para. 11-89). The Act also requires the corporation to take reasonable precautions against the loss or destruction of its records, and to be able to reproduce them within a reasonable time, in intelligible form (s. 37).
Once duly transferred to electronic format, the paper version need not be kept and may, if desired, be destroyed.
Pick one format and stick with it. The worst of both worlds: a half-filled binder, a cloud folder for the rest, and versions that contradict each other.
Why do the bank, the accountant and a buyer ask for the minute book?
Because the minute book proves who owns and runs the corporation: in a proceeding against the corporation or a shareholder, its records are proof of their contents unless proven otherwise (QBCA, s. 38).
- The bank. To open a business bank account, the financial institution generally asks for the articles and a resolution designating the authorized signatories.
- The accountant, and the tax authorities. In a CRA or Revenu Québec audit, a dividend with no supporting resolution can be called into question, depending on your situation.
- The buyer or investor. Every due diligence starts with the minute book: who holds what, since when. An incomplete minute book delays the deal, at the worst possible moment to be negotiating.
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The minute book comes after incorporation. Government fees of $397 included, articles of incorporation, initial declaration with the REQ: a form that takes about 20 minutes and your Quebec inc. is on its way.
Where can you buy a minute book (Staples, Bureau en Gros)?
A minute book binder costs a few tens of dollars at office-supply stores such as Bureau en Gros (Staples) or from legal publishers; you then set up its contents yourself or have them prepared.
A corporate binder generally has tabs for each record and blank register forms; a simple ring binder also does the job. Online, a well-organized digital folder, one sub-folder per record, replaces the binder at no cost (see paper or digital). Either way, the binder is only the container: the resolutions and registers are what count, set up by following the section below.
How do you set up your corporation’s minute book yourself?
Set up the minute book as soon as the articles arrive: adopt the by-laws, sign the organizational resolutions, issue the shares, open the securities register and file everything, one tab per record.
It is entirely doable for a simple single-shareholder corporation.
- Gather the incorporation documents: certificate, articles and initial declaration, delivered at the end of an incorporation with Incorp-Québec.
- Adopt the by-laws, which set the operating rules: meetings, officers, signing authority.
- Sign the organizational resolutions: appointment of officers, issue of the first shares (s. 52), fiscal year-end, financial institution. No meeting is needed: a written resolution signed by all the directors, or by all the shareholders, has the same force and is kept with the minutes (ss. 140 and 178).
- Open the securities register and record the opening position in it; also record the names and domiciles of the directors, with the start date of their term (ss. 31 and 33).
- Issue the share certificates, on paper, or adopt a resolution to issue the shares without certificates (s. 61).
- Keep everything up to date: annual resolutions, dividends, every share transfer, every change of director.
More complex structure, with several shareholders, a unanimous shareholder agreement or tax implications? Have the minute book prepared by a legal professional.
Lost minute book: how do you replace it?
A lost minute book must be rebuilt: get copies of the filed documents from the Registraire, re-establish the securities register, then redo the missing resolutions in writing, ideally with a legal professional.
- The public documents: the articles and declarations filed in the enterprise register can be obtained from the Registraire.
- The securities register: re-establish it from the share certificates, the corporation’s tax returns and the signed agreements.
- The past decisions: the current directors and shareholders sign resolutions confirming the decisions made (officers, share issues, dividends).
- In case of disagreement over an entry, the corporation or any interested person may apply to the court for an order that the records be rectified (ss. 456 and 457).
A lost minute book also loses an advantage: its records are proof of their contents unless proven otherwise (s. 38). Better to prevent it, as section 37 requires: an up-to-date digital copy, kept somewhere other than the original.
What does a corporation risk without a minute book?
Without a minute book, there is no fine under the Act, but refusing a shareholder access can lead to court dissolution, and a knowingly false entry carries a $5,000 to $50,000 fine.
- Refused inspection: if the corporation contravenes section 32, for example by refusing a shareholder access to records 1 to 4 or a copy of its articles, the court may order its dissolution on the application of any interested person (s. 462).
- False entry: a director or officer who knowingly authorizes or makes an untrue entry in the corporation’s registers or other records is liable to a fine of $5,000 to $50,000 (s. 493).
- Court order: any interested person may apply for an order directing the corporation to comply with the Act regarding its records (s. 460).
- Tax laws: accounting records are also required by the tax laws, which have their own penalties.
- Practical roadblocks: a slower account opening, fragile dividends in a tax audit, delayed financing or sale, costly rebuilding.
It does not even impose a fine for failing to keep registers, as the federal Act does.
What mistakes should you avoid with your minute book?
The classic minute book mistakes: buying the binder and never filling it, paying dividends without a resolution, forgetting to record share transfers and waiting for a sale to rebuild everything.
- The empty binder. It is the resolutions and the registers that matter, not the binding.
- Confusing the minute book with the enterprise register. Filing your annual updating declaration does not exempt you from keeping your internal records.
- Dividends without a resolution. Every dividend should rest on a dated, signed resolution.
- Registers frozen in time. An unrecorded share transfer casts doubt on the real shareholding, years later.
- Waiting until you sell to rebuild everything. Redoing ten years of resolutions during due diligence generally costs far more than ten years of regular upkeep.
FAQ — The minute book: your questions
Will the Registraire des entreprises ask for my minute book?
No. The minute book is an internal document: it is not filed anywhere. The Registraire keeps a separate public register, fed by your declarations, including the annual updating declaration. The two obligations coexist.
How much does a minute book cost?
Put together yourself, almost nothing: a corporate binder generally costs a few tens of dollars and a digital folder costs nothing. Preparation by a legal professional generally runs a few hundred dollars.
Is a Staples (Bureau en Gros) binder enough as a minute book?
No. The binder is only the container: what counts are the resolutions and registers filed in it, set up yourself after incorporation or prepared by a legal professional.
Do you need a lawyer to keep the minute book?
No. No law requires a lawyer or a notary: an officer of the corporation, often the secretary, can write the minutes and keep the registers. Many corporations still entrust their records to a legal professional, especially when there are several shareholders.
Sources
- Business Corporations Act (CQLR, c. S-31.1), ss. 31 to 38, 52, 61, 140, 178, 322, 350, 456, 457, 460, 462 and 493, official English version, current to June 10, 2026.
- Paul Martel, La société par actions au Québec, vol. 1, Les aspects juridiques, Wilson & Lafleur, paras. 11-4, 11-77 to 11-94 and 14-68 (update 117, February 2026); quotations in our translation.
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