I want to sell my business. Will my minutes book be necessary?

Very often, yes. If your business is operated by a corporation, its corporate documentation will generally be reviewed as part of the preparation for the sale, particularly when the transaction involves the company's shares.

In a share sale, the buyer acquires the company itself. They will therefore generally want to conduct due diligence to confirm, among other things:

• the existence and legal organization of the company;
• the identity of the shareholders and the shares they hold;
• the issuance, transfer, repurchase, purchase or cancellation of shares;
• the identity of the directors and managers;
• certain important corporate decisions and operations;
• restrictions that may affect the sale or transfer of shares.

In an asset sale, the review of the minutes book may be less extensive, since the buyer is acquiring specific assets or operations rather than the company's shares. However, corporate documents may still be required to authorize the transaction and confirm the authority of the individuals signing on behalf of the company.

If the corporate documentation is incomplete or has not been updated, certain checks or adjustments may be necessary before closing the transaction.

It is therefore advisable to review the minutes book before initiating or finalizing the sales process. This review allows for the early identification of any deficiencies and the preparation of necessary documents without unnecessarily delaying the transaction.

In summary , the minutes book is particularly important during a share sale and can also be relevant during an asset sale. Reviewing and updating it before the transaction facilitates due diligence and the preparation of the necessary sale documentation.