There is no fixed national “grace period” to repair an outdated minute book; the expectation in Canadian corporate and tax law is that records are kept accurate and up to date on an ongoing, annual, and event-driven basis. In practice, you usually have only as long as it takes before a regulator, CRA, lender, or buyer asks for the records—at that point, the timeline is driven by their deadline, not your convenience.
What the law expects
- Corporate statutes require that required records (articles, registers, minutes, resolutions) be maintained on a continuous basis, not fixed every few years; guidance stresses that they must be “maintained and updated on an ongoing basis.”
- Many practitioners treat the annual resolutions/meetings cycle as the minimum cadence: at least once per year, the minute book should be brought fully current, even if no changes occurred beyond approval of financial statements and appointment of directors/officers.
Event-driven updates
- When changes occur (directors, officers, share issuances/transfers, registered office, etc.), the expectation is that the minute book be updated promptly after the event; some regimes use concrete benchmarks, such as 15–30 days to update beneficial-ownership or registry information.
- Under newer beneficial-ownership (ISC/RISC) rules for CBCA corporations, changes must be reflected in the transparency register within short timelines (for example, 15 days after new information is recorded, plus at least one full review each financial year), which effectively requires near-immediate updating.
When a regulator or CRA gets involved
- If CRA finds books and records inadequate, it will typically request that proper records be maintained and will follow up “within a reasonable period of time (usually not less than a month)” to ensure compliance.
- For audits and information requests, CRA expects taxpayers to respond by the stated deadline; if more time is needed, the onus is on the taxpayer to request an extension and still satisfy the auditor within the revised timeline.
Practical deal and banking timelines
- In financing or sale transactions, lenders and buyers usually expect a clean, updated minute book before closing; practically, that means you have until the diligence cut-off date they set, which is often measured in days or a few weeks.
- Lawyers who do “minute book clean-up” work generally recommend doing it as soon as a gap is identified, rather than waiting until a transaction or audit forces it under tight time pressure.
Bottom line for practice
- Legally, the obligation is continuous, so the safest assumption is that the corporation is already late the moment the minute book no longer matches reality.
- The real deadline is whichever comes first: the statutory deadline for a related filing (e.g., annual return, transparency register update) or the date by which CRA, a regulator, a bank, or a buyer requires complete records; missing those can escalate to penalties, reassessments, or blocked transaction
Need help bringing your corporate minute book up to date? Contact the team at Welsh Law to discuss your corporate governance needs and ensure your records meet all legal requirements.