What happens to the minutes book after the company is dissolved?

The dissolution of a company does not mean that its minutes book and other corporate documents can be immediately destroyed.

These documents make it possible to trace the legal existence of the company, its organization, the decisions taken during its existence, as well as the formalities that led to its dissolution.

After dissolution, it may be necessary to retain, among other things:

• the statutes and their amendments, as well as the regulations;
• the resolutions and minutes;
• the registers of directors, officers and shareholders;
• the securities register as well as the register of transfers and documents relating to shares;
• documents relating to liquidation and dissolution;
• the declarations produced to the competent authorities, where applicable;
• other corporate documents required by applicable law.

The duration and methods of retaining these corporate documents depend in particular on the law under which the company was incorporated. The rules may therefore differ depending on whether the company was incorporated in Quebec or under federal law.

It is also important to determine who will have custody of the documents after dissolution so that they can be located during the applicable retention period.

These documents may remain useful after dissolution, particularly to respond to a request from a tax authority, establish certain rights or obligations, settle a claim or trace a transaction carried out before dissolution.

The time limits applicable to corporate documents should also not be confused with the retention periods that may apply to accounting or tax documents.

In summary , the minutes book and other corporate documents should not be destroyed upon dissolution. They must be kept by the person in custody for the period prescribed by applicable law and, depending on the circumstances, for as long as their preservation remains necessary.