Where must we keep the minute book?

In Quebec, the minutes book must be kept at the headquarters of the corporation or at any other location designated by the directors. Unless otherwise provided otherwise provided by law, the corporation may also keep outside its registered office all or part of the books it is required to maintain, including the register of minutes, if the following conditions are met: 

• the information contained in those books is available for inspection, in an appropriate format, during normal business hours at the corporation’s registered office or at any other location in Québec designated by the board of directors; and 
• the corporation provides the technical assistance necessary to consult the information contained in those books. 

With respect to the accounting books of a corporation under provincial jurisdiction, if its accounting records are maintained outside Quebec, the corporation shall maintain at its head office or at any other location in Quebec designated by the board of directors books that enable the directors to verify, on a quarterly basis and with sufficient accuracy, the corporation’s financial position.

In Canada, the minutes are kept at the registered office of the corporation or at any location deemed appropriate by the directors, who may inspect them at any convenient time. With regard to the accounting records of a federally incorporated corporation, if the corporation’s are maintained abroad, books must be kept at the corporation’s head office or at any other location in Canada designated by the directors, enabling them to verify the corporation’s financial position on a quarterly basis, with sufficient accuracy.

Subject to the Income Tax Act, the Excise Tax Act, the Customs Act, and any other Act under the jurisdiction of the Minister of National Revenue, a federally incorporated corporation may keep abroad all or part of its books, including minutes, and its accounting records if the following conditions are met: 

• all such records are available for inspection, via a computer terminal or other technological means, during normal business hours at the corporation’s head office or at any other location in Canada designated by the directors; and 
• the corporation provides the technical assistance necessary for such inspection.