How long should the minutes book be kept?

The minutes book and the principal corporate documents it contains should generally be kept for the entire duration of the company's existence.

This documentation allows us to trace the company's legal structure and the decisions made since its incorporation. It includes, in particular:

• the statutes and their amendments as well as the regulations;
• the resolutions and minutes, both for the directors and for the shareholders;
• corporate registers;
• documents relating to directors, officers and shareholders;
• documents relating to the actions and operations that affect them.

Unlike many accounting or tax documents that are subject to specific retention periods, corporate documents allow for the maintenance of a company's legal history throughout its existence. In Quebec, as under federal law, accounting records governed by the laws on business corporations must be kept for a period of six years following the end of the fiscal year to which they relate.

The rules regarding access to documents also vary depending on the applicable law. In Quebec, shareholders may consult the books referred to in section 31 of the Business Corporations Act , while access to the accounting records, as well as the minutes and resolutions of the board of directors, is, unless otherwise provided, reserved for directors and the auditor. Under the federal regime, directors may consult the minutes and resolutions of the board as well as the accounting records, while shareholders, creditors, and the director may, subject to the conditions provided by law, consult certain other corporate documents.

When a company is dissolved, certain retention obligations continue to apply. The duration and methods of retention may vary depending on the applicable law and the nature of the documents involved. For example, federal tax rules generally require the retention of certain company documents for two years after dissolution.

Whether the documentation is kept in paper or electronic format, it should be protected against loss, destruction and unauthorized modification and remain accessible in accordance with applicable requirements.

In summary , the minutes book and key corporate documents should be kept for the entire duration of the company's existence. After dissolution, the retention rules applicable to each category of document must be verified before destroying the corporate documentation.