What should the corporate minute book record about the contract?
A resolution authorising the company to acquire and pay for it, a plain statement of the business reason for holding it, the names recorded as owner and recipient, the authority under which somebody signed, and a note of every later change. Records are where the reason lives once the people who agreed it have gone.
What kind of answer this is
- Claim type: Requires another professional
- Claim type: Professional judgment
- Jurisdiction: Canada wide
Corporate record keeping is a legal obligation of the company and the corporate lawyer maintains it. Nothing here is a resolution or a precedent, and no wording should be copied from a web page into a minute book.
How it works
The records are the company's memory. A reviewer years later reads them to find out what the company decided and why, and where they say nothing the reviewer forms a view from the payments alone, which is rarely the view the company would have offered.
The cost or the catch
Nothing goes wrong for years, and then everything is asked at once, usually by a buyer's lawyer or on a review. Reconstructing a decision from memory in that week is expensive, and the people who made it are not always available.
Where this answer may not apply
- Requirements differ between a federally incorporated company and a provincially incorporated one.
- A company with a single director still keeps records, and the absence of a meeting is not the absence of an obligation.
- Where a shareholders agreement governs the arrangement, the records refer to it rather than repeating it.
- A record created years after the fact is worth less than one created at the time, and it is obvious which is which.
What to verify in your own contract
- Whether a resolution exists at all, and the date it was signed.
- Whether the resolution matches what the insurer's records now show.
- Whether every later change of owner, recipient or pledge was minuted.
- Who currently holds the minute book, and whether it is up to date this year.
- What the corporate lawyer says is missing, asked as a question rather than assumed.
Continue to the full explanation
Prepare the questions for a CPA, a lawyer and an insurance professional.
Sources
- Canada Business Corporations Act, Justice Laws Canada, verified 2026-08-30
- Provincial business corporations legislation and the Civil Code of Quebec, Justice Laws Canada and LegisQuebec, verified 2026-08-30
Accountability and disclosure
- Written by
- José Salloum
- Professional capacity
- Financial security advisor, Canadian Wealth Creation Centre Inc., operating as IBC Financial
- Reviewed by
- Tax and corporate tier, reviewed by a qualified Canadian tax professional before publication
- Jurisdiction
- Canada wide
- Last reviewed
- 2026-08-30
- Version
- 1.0
- Compensation disclosure
- Canadian Wealth Creation Centre Inc., operating as IBC Financial, may receive insurer paid compensation if a policy is purchased. It takes the form of first year compensation followed by renewal compensation, and the amount varies by insurer, product, age, premium, contract design, riders and the arrangement with the managing general agency. No single figure would describe every contract honestly, and none is published here.
- Report a correction
- Info@ibcfinancial.com. Write without a policy number, medical information or account details.
Last reviewed 2026-08-30. By Jose Salloum, Financial Security Advisor.