4 Simple Ways to Keep your Corporate Record Book Up-to-Date

As corporations increase their footprint globally, the need for an accurate and up-to-date corporate record book becomes more important than ever.

Corporate record books are the legal documents that outline a corporation's ownership, management structure and shareholdings. They are filed with the state in which the corporation is registered and are available to the public.

If your corporate record book is not up-to-date, it can create problems for your company down the road. In this article, we'll cover four simple ways to keep your corporate record book up-to-date.

How Corporate Record Books Work in Canada

In Canada, corporate record books are also known as minute books. All corporations registered in Canada are required to maintain a minute book that contains certain prescribed information.

Learning how corporate record books work is an essential business skill. Information that must be included in a Canadian corporate record book includes:

- The articles of incorporation

- The bylaws

- The minutes of shareholder and directors' meetings

- A register of shareholders

- A register of directors and officers

By law, Canadian corporations must keep their minute books at their registered office or at a place designated by the board of directors. This is different from the United States, where corporations are not required to keep their corporate record books at their registered office.

1. Update your registered agent information

Your registered agent is the person or company that receives legal documents on behalf of your corporation. This could include things like summons, lawsuits and other important legal notices.

It's important to keep your registered agent information up-to-date in your corporate record book so that you can be sure critical legal documents are received in a timely manner. In the US, you can update your registered agent information by filing a change of agent form with your state's corporation commission. But Canada is a little simpler - you just file a notice of change with the appropriate provincial or territorial registry.

For instance, if you lived in British Columbia and wanted to update your registered agent from Joe Bloggs Inc. to Jane Smith & Associates, you would file a notice of change with the British Columbia Registry Services.

2. Update your corporate address

Your corporate address is where your corporation's headquarters are located. This is the address that will be listed in your corporate record book and on public documents like your annual report. Note that you don't need to keep employee information, like created paystubs, on your corporate record books - they're only for founder or stakeholder-specific data.

If you move your headquarters, you'll need to update your corporate address in your corporate record book. In the US, you can do this by filing a change of address form with your state's corporation commission. Again, the process is simpler in Canada - you just file a notice of change with the appropriate provincial or territorial registry.

By bundling your registered agent and corporate address changes together, you can save time and money.

3. Update your officers and directors

Your officers are the people who manage your corporation on a day-to-day basis. This could include your president, vice president, secretary and treasurer. Your directors are the people who make major decisions about your corporation's strategy and direction. They usually sit on your board of directors.

It's important to keep your list of officers and directors up-to-date in your corporate record book. Canadian companies are easy to manage, since officers and directors also fall under the purview of a general notice of change. But in the US, you'll need to file a separate form for each individual officer or director change with your state's corporation commission.

4. Update your shareholders

Your shareholders are the people who own shares in your corporation. Their names and contact information should be listed in your corporate record book.

If you have a shareholder register, you can use it to keep track of your shareholders and update your corporate record book as needed. If you don't have a shareholder register, you can still update your corporate record book manually. Think of this like an HR document for your founders and stakeholders.

Reasons why corporate record books become out-of-date

There are a few different reasons why corporate record books can become out-of-date. The most common reason is that the information in the book does not match what is on file with the province or state.

This occurs because of a few common updates, such as when a corporation changes its name or address, there is a change in management, or new shareholders are added.

Another common reason for an outdated corporate record book is that the book was never updated after the corporation was originally formed. This is a problem because, as time goes on, the information in the book will become more and more inaccurate. These days, with companies using software (like T4 generators) to manage their processes, double-checking corporate record books is becoming less common.

Finally, corporate record books can become out-of-date if they are not properly maintained. This means that if there are changes to the information in the book, they are not reflected in the physical copy of the book.

If your corporation wants to sell, for instance, potential buyers will want to see an up-to-date corporate record book as part of their due diligence. If the book is not up-to-date, it could delay or even scuttle the sale.