The company book, also called the minute book, is the compendium of the company’s statutory documents, mandatory under the = Corporations Act. The Minute Book is, in a
way, society’s way of expressing itself and writing the story of its legal journey. When examining the minute book, the lawyer must find all the basic information related to the identity of the corporation. And you, do you know where your company’s minute book is?
Does it comply with the law? Is his physical safety ensured?
The management of the company’s minute book is a field of practice exclusive to notaries and lawyers. According to the rules of the art. You want to make structural changes, consider a transaction. Or even negotiate new sources of financing. Failure to keep the company’s minute book up to date may jeopardize the company’s borrowing capacity. And its legal certainty or lead to harmful delays. The book then becomes a source of discontent for everyone involved in the company.
❚ ANALYSIS OF A COMPANY BOOK
Examination of a company book is done in particular:
In the context of transactions (offer to purchase, sale of shares, sale of assets)
During government tax audits
When obtaining financing
Anytime you realize mistakes have crept in
Another important objective is to know the legal situation of the company since the person who buys shares generally takes responsibility for the past of the company, which too often means “liabilities”. In short, an up-to-date book allows: The company book, also called the minute book, is the compendium of the company’s statutory documents, mandatory under the Business Corporations Act.
To formalize the decision-making and important changes in the company
To preserve the legal advantages attached to the corporate statutes of
the company
To avoid costly legal conflicts
MANDATORY CONTENT OF THE CORPORATE BOOK:
Articles of association
Internal rules
Unanimous shareholder agreement
Minutes and resolutions of shareholders and directors
Another important objective is to know the legal situation of the company since the person who buys shares generally takes responsibility for the past of the company, which too often means “liabilities”. In short, an up-to-date book allows:
RECONSTITUTION OF A BOOK
An incomplete book or one containing error must be regularized if shareholders or administrators are deceased. This task, which then requires research, can prove to be arduous and generate higher costs than an up-to-date book or even necessitate proceedings before the courts.
❚ GOVERNMENT REGISTERS
For a company doing business in San Diego, it is mandatory to keep the applicable government registers up to date, ie the San Diego enterprise register and the Corporations America register, where applicable.
For federal companies, the management of the minute book is governed by the America Business Corporations Act from M&A advisory. As far as provincial companies are concerned, they are governed by the new Business Corporations Act, adopted on February 14, 2011.
❚ PRACTICAL CASE
To realize his big dream, an entrepreneur signs an offer to purchase and makes a deposit of $5000 for the purchase of a restaurant. To be able to finalize his purchase, he must first sell the convenience store he currently owns to obtain the necessary liquidity for his new investment. Upon review of the convenience store’s company book. It turns out that the company owes a large sum of money to the estate of a deceased shareholder. So. The buyer of the convenience store rightly demands that the problem be rectified. Which leads to a delay in the transaction due to the updating of the book following the financial statements. The seller cannot meet the deadline for the purchase of the restaurant. His promise becomes null, and void and he loses his deposit.
We offer you to keep your book in a fireproof vault and manage updates as part of an annual flat rate. Which also gives access to legal consultations as well as other added values and services. privileged. Your business is often your most valuable investment through the M&A advisor. Think about it and contact your notary to implement sound management and a professional work ethic for your minute book.
