Which documents in the minutes book must be signed?

Not all documents kept in the minutes book are subject to the same signature requirements. Some must be signed or approved in accordance with applicable law, while others are simply kept in the corporate book, such as, for example, the registers.

Depending on the nature of the document, it may include, in particular:

• written resolutions from the shareholders;
• written resolutions from the directors;
• minutes of shareholders' meetings and board meetings;
• of certain documents relating to the shares;
• other corporate documents for which a signature or approval is required by applicable law or by the articles of incorporation or bylaws of the corporation.

The formalities may vary depending on the type of document and whether the company is incorporated in Quebec or under federal law. A written resolution, for example, is not subject to the same formalities as minutes recording the decisions made at a meeting or assembly. Under federal law, written resolutions serving as minutes of a meeting must, in particular, be signed by all directors entitled to vote or, in the case of shareholders, by all those entitled to vote on the resolution, subject to the exceptions provided by law.

When a shareholders' meeting or a board meeting is held, minutes must be prepared and kept to record the deliberations and decisions taken. The procedures for signing or approving these minutes must be determined in accordance with applicable law and the company's regulations or other rules.

The minutes book itself does not need to be signed. It serves to collect and store the company's corporate documents, some of which must be signed in accordance with the applicable rules.

In summary , it is not the minutes book itself that needs to be signed, but rather certain documents within it. Therefore, it is important to verify the signature or approval requirements specific to each document.