Minute Book in Quebec: Is It Mandatory? Price & Where to Get One (2026)
The "minute book" binder is not required anywhere in the law — but the records it holds generally are mandatory for every Quebec business corporation. This guide explains what the QBCA actually requires, settles the paper-versus-digital question, and walks through how to put the minute book together yourself after your incorporation.
The short answer: is a minute book mandatory?
Yes and no. No statute requires a binder called a "minute book." However, the Quebec Business Corporations Act (QBCA / LSAQ) generally requires every corporation to keep books and records — articles, by-laws, resolutions, and the registers of shareholders, directors and securities. The minute book simply gathers them in one place.
The QBCA (sections 31 to 35) generally requires these records to be kept at the corporation's head office. Watch out for a common confusion: the REQ is your corporation's public storefront; the minute book is its internal filing cabinet. The annual update with the REQ remains a separate obligation, with its $106 annual fee.
Incorp-Québec is an incorporation document preparation service: we prepare and file incorporation applications; we do not offer minute book preparation or maintenance. This guide is informational; for advice tailored to your situation, consult a legal professional.
What a minute book contains (the corporate records)
A complete minute book generally gathers eight items: the articles of incorporation, the by-laws, minutes and resolutions, a unanimous shareholder agreement if there is one, the registers of directors, shareholders and securities, and the share certificates issued.
| Document or register | What it contains |
|---|---|
| Articles of incorporation | The certificate and articles issued by the Registrar: share capital, directors |
| By-laws | The internal governance rules: meetings, officers, signing authority |
| Minutes and resolutions | Decisions of the shareholders and the board: appointments, dividends, fiscal year-end |
| Unanimous shareholder agreement (if any) | The agreement that removes or restricts certain powers of the board |
| Register of directors | Names, addresses, start and end dates of each term |
| Register of shareholders | Names, addresses and number of shares held |
| Securities register | The date and details of every share issuance and transfer |
| Share certificates | The certificates issued to shareholders |
For a single-shareholder corporation, several of these registers fit on a single page.
Why the bank, the accountant and a buyer will ask for it
Because the minute book is the only internal proof of who owns and runs the corporation. The bank wants to identify the authorized signatories, the accountant wants resolutions to back up salaries and dividends, and a buyer combs through it from the very start of due diligence.
- The bank. To open a business bank account, the financial institution generally asks for the articles and a banking resolution designating the authorized signatories.
- The accountant — and the tax authorities. In a CRA or Revenu Québec audit, a dividend with no supporting resolution can be called into question, depending on your situation.
- The buyer or investor. Every due diligence starts with the minute book: who holds what, since when. An incomplete minute book delays the deal, at the worst possible moment to be negotiating.
Paper or digital: are both formats accepted?
Generally, yes. The law imposes no medium: the minute book can live in the classic binder or in digital form, since the legal value of technology-based documents is generally recognized in Quebec. The golden rule: one single original version, kept up to date, with no contradictory duplicates.
The binder has the advantage of simplicity; digital makes it easier to share with your accountant and to keep backups. If you scan paper originals, preserve their integrity — when in doubt, keep the original.
Pick one format and stick with it. The worst of both worlds: a half-filled binder, a cloud folder for the rest, and versions that contradict each other.
Not incorporated yet? Start with the corporation — $497 all-in
The minute book comes after incorporation. Government fees of $397 included, articles of incorporation, initial declaration with the REQ: a form that takes about 20 minutes and your Quebec inc. is on its way.
Putting your minute book together yourself after incorporation
It is entirely doable for a simple single-shareholder corporation. After receiving your articles, you adopt a by-law, sign the organizational resolutions, create the three registers, issue the share certificates, then file everything and update it with each change.
- Gather the incorporation documents: certificate, articles and initial declaration — delivered at the end of an incorporation with Incorp-Québec.
- Adopt the by-laws, which set the internal governance rules.
- Sign the organizational resolutions: appointment of officers, issuance of the first shares, fiscal year-end, financial institution.
- Create the three registers and record the opening position in them.
- Issue the share certificates and record the issuance in the securities register.
- Keep everything up to date: annual resolutions, recording every change — without forgetting GST/QST when required (our GST/QST calculator estimates the taxes to charge).
More complex structure — multiple shareholders, unanimous shareholder agreement, tax implications? Have the minute book prepared by a legal professional.
Common mistakes (and how to avoid them)
The classic mistake: buying a beautiful binder at Bureau en Gros the week of incorporation... and never filling it. Close behind come dividends paid without a resolution, registers never updated, and confusing the minute book with the annual update to the Registrar.
- The empty binder. It is the resolutions and the registers that matter, not the binding.
- Confusing the minute book with the REQ. Filing your annual updating declaration does not exempt you from keeping your internal records.
- Dividends without a resolution. Every dividend should rest on a dated, signed resolution.
- Registers frozen in time. An unrecorded share transfer casts doubt on the real shareholding, years later.
- Waiting until you sell to rebuild everything. Redoing ten years of resolutions during due diligence generally costs far more than ten years of regular upkeep.
FAQ — The minute book: your questions
Is a minute book mandatory in Quebec?
The binder itself, no. The records it contains, generally yes: the QBCA requires the corporation to keep its articles, by-laws, minutes, resolutions and registers at its head office. The "minute book" is simply the common name for that set of records.
Who can consult the minute book?
Shareholders may generally consult the corporation's books during normal business hours, obtain extracts from them and receive a copy of the articles and by-laws. Third parties generally have no access — with some exceptions, a tax auditor for example.
Will the Registraire des entreprises ask for my minute book?
No. The minute book is an internal document: it is not filed anywhere. The Registrar maintains a separate public register, fed by your declarations — annual update and $106 fee included. The two obligations coexist.
Can I keep my minute book in digital format?
Generally, yes. Quebec law generally recognizes the legal value of technology-based documents, and no statute requires the paper binder. What matters: one single original version, intact and producible on demand.
How much does a minute book cost?
Put together yourself, almost nothing: a corporate binder generally costs a few tens of dollars, and a digital folder costs nothing. Professional preparation generally runs a few hundred dollars — see where that fits in our incorporation cost guide.
Where can you buy a minute book?
The physical binder is sold at office-supply stores — Bureau en Gros (Staples), for example — or by legal publishers, for a few tens of dollars. But the binder is just the container: the contents (by-laws, resolutions, registers) can be assembled yourself by following the “Putting your minute book together yourself” section, or prepared by a legal professional. And it all starts with incorporating the company: $497 all-in with Incorp-Québec.
What do you risk without a minute book?
No one will come knocking on your door, but the roadblocks are real: a slower bank account opening, fragile dividends in a tax audit, delayed financing or sale. And rebuilding it retroactively is expensive.
The corporation first, the minute book second
The minute book is put together after incorporation — never before. Still hesitating? Our guide When to incorporate in Quebec? puts numbers on the thresholds. Decision made? Incorporation costs $497 all-in, government fees of $397 included — and your articles will be the first pages of your future minute book.
Your Quebec inc. for $497, government fees included
Articles of incorporation, initial declaration with the REQ and numbered company: everything is included. Need the official name plus the GST/QST and source deductions registrations? The Complete package at $697 takes care of it.