During a transaction, can the notary or lawyer request the minutes book?

Yes. When a notary or lawyer is involved in a transaction concerning a company, they can request to consult its minutes book in order to carry out the corporate checks necessary for their mandate.

This consultation may be required in particular during:

• from the sale of shares in a company;
• from the sale of certain important assets;
• of funding;
• of a corporate reorganization;
• of the arrival or departure of a shareholder;
• from the entry of an investor;
• of any other transaction requiring corporate verification.

Depending on the nature of the transaction, the notary or lawyer may need to verify, among other things:

• the existence and status of the company;
• the identity of shareholders, directors and officers;
• the powers of persons authorized to act on behalf of the company;
• the statutes and their amendments, as well as the regulations;
• the issuance, transfer, repurchase, purchase or cancellation of shares;
• the resolutions and authorizations necessary for the transaction.

The scope of the review depends on the mandate. In some cases, only a few corporate documents will be required. In others, particularly during a share sale or due diligence, the review of the minutes book may be more extensive.

If corporate documentation is incomplete or has not been updated, certain checks or regularizations may be necessary before completing the transaction or preparing the required documents.

In summary , during a transaction involving your company, the notary or lawyer may request to consult the minutes book to perform the necessary corporate due diligence. The documents to be reviewed will depend on the nature of the transaction and the mandate given to them.