What must contain the register of minute?

The minutes register of a corporation contains the main documents relating to its organization, as well as the decisions made by its shareholders and board of directors throughout its existence.

In particular, it contains the minutes of shareholders’ meetings and board of directors’ meetings, as well as written resolutions adopted by shareholders or directors in lieu of a meeting.

Depending on the circumstances, the register is used, in particular, to record decisions concerning:

• annual resolutions of shareholders and directors;
• the appointment, election, resignation, or replacement of directors and officers;
• the issuance and transfer of shares;
• the declaration of dividends;
• the declaration of bonuses to officers;
• changes in share ownership;
• changes in the registered office;
• amendments to the corporation’s articles of incorporation or bylaws;
• changes in the corporation’s structure or organization;
• other significant decisions made by the shareholders or the board of directors.

The register also includes, in accordance with the law applicable to the corporation, various corporate documents and records relating, in particular, to its incorporation, its shareholders, its directors, and the securities issued by the corporation.

The minutes register must be kept up to date so that the documents it contains reflect the decisions made and changes that have occurred during the corporation’s existence. It thus makes it possible to trace its legal structure and corporate history.