Somewhere between "congratulations on incorporating" and today, your company was supposed to accumulate a minute book: registers, annual resolutions, share certificates, the works. If yours is a folder with a certificate of incorporation and nothing else — or if you're not sure you'd even call it a folder — this article is the bill, and then the good news.
What's supposed to be in there
Under the BC Business Corporations Act, every company must keep, at its records office: its constating documents (certificate, Notice of Articles, Articles), a register of directors, a central securities register (the legal record of who owns which shares), a transparency register of beneficial owners, and the minutes and resolutions of shareholders and directors — including the annual resolutions every company is supposed to pass every year, AGM or not.
The moments an empty minute book gets expensive
Selling your business. Due diligence request #1 is the minute book. Every missing year of resolutions becomes a lawyer's time-sheet entry to reconstruct — at deal-time rates, under deal-time pressure. Gaps in the share register are worse: if the register doesn't prove who owns the company, the buyer's lawyer has to paper around it, and every day of delay is leverage you've handed the other side.
Dividends without resolutions. If you've been paying yourself dividends, each one was supposed to be declared by a directors' resolution confirming the company met the solvency test. In a CRA review, undocumented dividends invite recharacterization — and the cleanup conversation with your accountant is much cheaper before that letter arrives.
Bank financing. Lenders ask for certified copies of registers and borrowing resolutions. "We don't have those" doesn't stop the loan — it just adds weeks and legal fees while someone builds them retroactively.
Death or dispute. When a shareholder dies or partners fall out, the central securities register is the evidence of ownership. Reconstructing it during a dispute means every version is contested.
Why this happens to almost everyone
Because nobody's job was to prevent it. The incorporation platform's job ended at the certificate. Your accountant does your taxes, not your registers. And the law firm records office (if you have one) keeps what it's given — it doesn't chase you every year for resolutions unless you're paying them to.
The fix: a rescue, then a system
Rebuilding a minute book is mostly methodical work, not magic: reconstruct the registers from the registry record and your actual share history, prepare the missing annual resolutions for the directors and shareholders to ratify, paper the dividends that should have been papered, build the transparency register, and organize it so it stays current.
Minuted's Minute Book Rescue is $299 flat (plus tax): we prepare the consents to act, opening resolutions, share issuance records and certificates, registers and transparency register your company should have, and load them into your digital minute book portal for signature, where you can actually see them. Anything that genuinely can't be reconstructed is noted in writing, not papered over. Past transactions that need a lawyer's judgment — an undocumented share transfer, a second share class, a founders' dispute — are quoted separately. It starts with a free health check — send us your company name and we'll tell you exactly what's missing, and what it would take to fix, before you pay anything. If your book turns out to be fine, we'll tell you that too.
After the rescue, our annual plans ($249 or $399/yr + tax) keep it from ever emptying again: registered & records office, annual report filed every year, transparency register maintained — and, on Full Compliance, the annual resolutions done for you.
Free health check: [email protected] · or text 604-603-6413.
Minuted's subscriptions are corporate records and filing services, not legal services. Where reconstruction raises genuine legal questions — disputed ownership, missing consents — that is legal work, available under a separate written retainer with the operator's law practice or through a lawyer of your choice. General information, not legal advice.