Minute book requirements across 41 jurisdictions

The minute book is the same idea everywhere, but the rules differ

Every jurisdiction that grants limited liability requires corporations to maintain certain records in exchange. The records prove that the corporation exists, that decisions were authorized, that shares were issued lawfully, and that ownership has been tracked. The bundle of those records is what counsel calls a minute book in Canada and the UK, and a corporate records book in the US. The substance is the same; the statutory packaging differs.

The differences matter when records are reviewed. Diligence counsel, lenders, regulators, and tax authorities apply the standard of the corporation's jurisdiction of incorporation. A Delaware corporation's records are judged against DGCL § 220. An Ontario corporation's records are judged against OBCA s. 140. A UK private limited company's records are judged against the Companies Act 2006. Knowing which standard applies, and which sections of the corporation's records must satisfy it, is the first step in keeping records that survive scrutiny.

Choose your jurisdiction

Each guide covers what to maintain, where to keep it, who can inspect, and what happens if you don't.

Compare requirements across jurisdictions

The same artifact, different rules.

What goes wrong when records aren't kept properly

The failure mode is the same across jurisdictions, even when the statutes differ. Records start in good order at incorporation. Over a few years of share issuances, transfers, officer changes, and amendments, fragments move into emails, Dropbox folders, and counsel's drafts. The minute book becomes a binder on a shelf that nobody updates. Then a financing, an audit, or a transaction arrives, and the gap has to be reconstructed under time pressure.

Reconstruction is more expensive than maintenance. Documents drafted years after the fact carry less evidentiary weight than contemporaneous records. Resolutions signed retroactively raise more questions than they answer. In every jurisdiction surveyed below, the cleanest path is to keep the records current as they happen, in a structured system that doesn't depend on any single person remembering to update it.