Canadian Corporate Meeting Minutes are the official written record of the proceedings, discussions, and decisions made during a meeting of a corporation's board of directors or shareholders. Under the Canada Business Corporations Act (R.S.C. 1985, c. C-44), s. 20(1), every corporation is required to prepare and maintain a minute book at its registered office containing the minutes of meetings and resolutions of directors and shareholders. Provincial Business Corporations Acts impose equivalent record-keeping obligations.

Meeting minutes serve multiple critical legal functions. They constitute prima facie evidence of the proceedings they record, meaning they are presumed accurate unless challenged with compelling contrary evidence. Courts and regulatory bodies rely on meeting minutes to determine what corporate decisions were made, when they were made, and by whom. For directors, minutes document the exercise of their fiduciary duties under CBCA s. 122 — the duty to act honestly and in good faith with a view to the best interests of the corporation, and the duty to exercise the care, diligence, and skill of a reasonably prudent person.

The CBCA distinguishes between two types of corporate meetings: directors' meetings (governed by s. 114) and shareholders' meetings (governed by Part XIII, ss. 132-154). Directors' meetings address the management and strategic direction of the corporation, while shareholders' meetings deal with fundamental corporate decisions such as electing directors, appointing auditors, and approving changes to the articles of incorporation. The minutes must accurately reflect which type of meeting was held, whether quorum was established and maintained throughout, what motions were proposed and seconded, and whether resolutions were passed as ordinary resolutions (simple majority) or special resolutions (two-thirds majority as defined in CBCA s. 2(1)).

Minute books are also critical during corporate transactions. Prospective buyers, investors, and lenders conducting due diligence routinely request copies of all meeting minutes and resolutions to verify that the corporation has been properly governed and that key decisions were properly authorized. Missing or incomplete minutes can delay or even derail transactions, as they raise questions about whether the corporation's affairs were managed in compliance with its governing legislation.

Corporate meeting minutes are required every time the board of directors or shareholders formally convene. The most common trigger is the annual general meeting (AGM), which CBCA s. 133 requires to be held within 15 months of the previous AGM and within 6 months of the end of the corporation's fiscal year. At the AGM, the corporation presents its comparative financial statements (CBCA s. 155), appoints or reappoints the auditor, and elects directors for the upcoming term.

Special meetings of the board are called whenever significant corporate decisions arise between regular meetings: authorizing major contracts, approving capital expenditures above management's signing authority, entering into financing arrangements, declaring dividends, appointing or removing officers, approving related-party transactions, or responding to regulatory matters. Under CBCA s. 114(5), any director may call a meeting of directors.

Shareholders' special meetings are convened for fundamental changes requiring shareholder approval: amendments to the articles of incorporation, amalgamations, continuances into another jurisdiction, sales of substantially all of the corporation's assets, and voluntary dissolution. These matters typically require special resolutions passed by a two-thirds majority of votes cast.

Minutes are also essential when seeking bank financing — Canadian financial institutions require a certified copy of the directors' resolution authorizing the borrowing and specifying the authorized signatories before they will advance funds. Similarly, when filing annual returns with Corporations Canada or the applicable provincial corporate registry, the corporation must confirm that its records are current and that required meetings have been held.

Meeting Identification: The minutes must state the full legal name of the corporation, the type of meeting (board of directors or shareholders), the classification (annual general, special, or regular), the date, the time the meeting was called to order, and the location or virtual platform used. For virtual or hybrid meetings, note the electronic means used and confirm compliance with CBCA s. 114(9) or s. 132(4).

Quorum Verification: Record the number of members present versus the total number of directors or shareholders entitled to vote, and confirm that quorum was established at the commencement of the meeting and maintained throughout. Under CBCA s. 114(2), a majority of the fixed number of directors constitutes a quorum unless the articles or by-laws set a different threshold.

Attendance Record: List all directors or shareholders present, those absent (with or without notice), and any guests or observers such as legal counsel, auditors, or advisors invited to attend.

Approval of Previous Minutes: Standard practice requires that the minutes of the previous meeting be reviewed and approved at the beginning of each subsequent meeting. Record who moved and seconded the motion to approve and whether the motion carried.

Financial Reports: For AGMs, the presentation of comparative financial statements is mandatory under CBCA s. 155. Record that the statements were presented, summarize key figures, and note the auditor's opinion.

Resolutions: Each resolution must be recorded with its full text, the name of the mover and seconder, whether it is an ordinary or special resolution, and the voting result (carried unanimously, carried by majority, or defeated). The distinction between ordinary and special resolutions is critical: special resolutions require a two-thirds majority and are needed for fundamental changes.

Chairperson and Secretary Certification: While the CBCA does not mandate signatures on minutes, having both the chairperson and secretary sign the minutes creates prima facie evidence of their accuracy and is considered essential corporate governance practice.