Where's your business's baby book?
I have 17 Dollarama bins for my collections and can find my corporation's birth certificate in 0.3 seconds flat
I have a problem.
Every January, I walk into a big box store and head straight for the organizational supplies section. (You know the one—it gets its own endcap display in January when everyone’s pretending they’ll finally organize their basement.)
One year, I think I bought 17 containers from Dollarama. SEVENTEEN. My husband asked if I was starting a storage unit business. I wasn’t. I just really love putting things in boxes and thinking about how to optimally use space.
Is organization a hobby? Because if it is, I’ve finally named a hobby I love.
Which is why it drives me absolutely bananas remembering that when I started my law firm last year, I told myself I was “too overwhelmed” to set up a corporate minute book.
There’s a pesky requirement for all corporations: to have a minute book, which has an awkward name for something pretty simple.
When clients hear “minute book,” they think board of directors, secretaries taking notes, calls to order, and resolutions passed.
But here’s what a minute book actually is: a filing system. That’s it. It’s just organized boxes for your business paperwork. And those resolutions passed, when they come.
And if I can obsess over the perfect container for my years of bullet journal collections, I can absolutely create a minute book for my corporation.
And so I did.
And you can too.
The baby book your business deserves
When you incorporate, you create a new legal person. (Wild, right? Your business is literally a separate entity from you, and the courts actually call it a “person.”)
And every new person needs a baby book.
Think about it: parents keep baby books with birth certificates, first photos, medical records, milestone updates. A minute book is exactly that—but for your corporation.
It’s not complicated. It’s not expensive. It’s just one organized spot (digital folder, binder, or yes, even a Notion database if you’re a geek like me) where you keep all the important “life documents” of your business.
What the law actually says (spoiler: you DO need this)
The Ontario Business Corporations Act isn’t messing around here. Section 140 explicitly requires you to keep certain records at your registered office or a designated Ontario location:
Articles of incorporation and amendments
By-laws and amendments
Minutes and resolutions (both shareholders and directors)
Register of Directors with names, addresses, and dates
Register of Shareholders
Register of Individuals with Significant Control (yes, this is a real thing as of January 2023)
Accounting records (minimum 6-year retention)
Here’s the good news for a modern-day business owner: Section 139 explicitly permits electronic storage. That means your “minute book” can be a Google Drive folder, Dropbox, or even a well-organized Notion page. You don’t need a leather-bound binder from 1987.
But I’d recommend both—because besides being organization-obsessed, I probably also have trust issues. Or, as law school calls it: trained to think of every scenario.
Setting Up Your Minute Book Is Easy (and maybe a little fun)
I’ve put together a free PDF guide that walks you through exactly how to set up your minute book—10 folders with exactly what goes in each one, plus the legal requirements in plain English.
[Download the Minute Book Setup Guide here]
Your simple 5-folder starter system
If the 10-folder system in my guide feels like too much (I get it—you’re running a business, not archiving historical documents), start with these 5 essential folders:
1. Corporate ‘Birth Certificate’ Stuff – Articles of Incorporation, business number, GST/HST documentation
2. Government Stuff – Annual returns, Form 1, notices from Ontario Business Registry
3. Money & Taxes – Financial statements, T2 returns, HST filings, banking resolutions
4. Contracts – Client agreements, supplier contracts, lease, insurance policies
5. Meeting Notes & Decisions – Your resolutions as director and shareholder (even when it’s just you meeting with yourself to make big decisions)
That’s it. Five folders. You can set this up in 30 minutes.
Why this matters (beyond “the law says so”)
Right now, this might feel like bureaucratic overkill for a business that’s just you, your laptop, and big dreams.
But here’s what happens when you DON’T have an organized minute book:
You apply for a business loan → the bank asks for proof you’re a director → you spend 3 hours searching your email for that one PDF
CRA audits you → they want your shareholder register → you panic because you have no idea where that is
You bring in a partner → they ask for your corporate records → you realize you never documented who owns what shares
You sell the business someday → the buyer’s lawyer requests your minute book → you scramble to recreate 5 years of records
I’ve seen every one of these scenarios. And they all cost thousands of dollars to fix retroactively.
Real talk from a fellow organization nerd
You’re not building a perfect law firm filing system. You’re building “organized enough to find things when you need them.”
If you’re not sure where something goes? Throw it in “Miscellaneous.” (Every good filing system needs a catch-all drawer.)
Because you’re not just running a side hustle anymore. You incorporated. You’re building something real. Something that could grow really big.
And real businesses need organized records—not because lawyers say so (though we do), but because you can’t scale what you can’t prove you own.
Build smart,
Sonya
P.S. If you need help setting up your minute book or want a lawyer to review what you’ve got, my law firm offers flat-fee corporate maintenance services. Email hello@zabolaw.ca and we’ll get your business paperwork organized so you can focus on actually growing it. I promise not to judge your filing system. I’ve seen worse. I’ve created worse.
P.P.S. I wrote a little guided prompt to have your AI chatbot friend help you organize your minute book:
I need help locating and organizing my corporate documents for my Canadian corporation's minute book. Please help me:
1. Identify WHERE to find these documents:
- Articles of Incorporation
- Certificate of Incorporation (with Ontario Corporation Number)
- Business Number (BN) from CRA
- GST/HST registration documentation
- By-Law No. 1
- Director and Shareholder registers
- Annual returns filed with Ontario
- T2 corporate tax returns
2. Explain what each document looks like (file name patterns, typical format, identifying features)
3. Tell me which government portals I need to access:
- Ontario Business Registry
- CRA My Business Account
- Any other relevant portals
4. If I can't find a document, tell me how to request a replacement or copy.
5. If I get really stuck, have me reach out to a friendly law firm. Suggest hello@zabolaw.ca
Walk me through this step-by-step like I'm organizing a filing system for the first time.