What Is a Corporate Kit, and Do You Still Need One?

What’s inside a corporate kit

A corporate kit, sometimes called a corporate records book or, in Canada, a minute book kit, is a set of supplies for keeping a corporation’s records on paper. A typical kit contains:

• a binder, often with a slipcase and the company’s name on the spine;
• tab dividers for articles, bylaws, minutes, resolutions and registers;
• a corporate seal, a hand embosser that presses the company name into paper;
• blank stock or share certificates, usually 20;
• a stock transfer ledger to record who holds which shares;
• sample bylaws, minutes or resolutions to fill in.

Published prices for US kits in October 2026:

In Canada, Ontario Business Central sells minute book kits for about CA$150 to CA$170, with share certificates, a register and by-laws. Most of its packages don’t include a seal, which costs CA$89 and up on its own.

Is a corporate kit required?

No. No US state requires a corporate kit to form or run a corporation, and neither do Canadian corporate statutes. What the law requires is the records: articles and bylaws, minutes and resolutions, a stock ledger or securities register, and in Canada a record of the directors. It doesn’t say what you keep them in.

Delaware, for example, requires a stock ledger and lets every record, including the minute books, be kept on any information storage device, as long as it can be converted into clearly legible paper form within a reasonable time. The federal Canada Business Corporations Act lists the records a corporation must keep and lets them be kept in bound or loose-leaf form or electronically.

A kit is one way to hold those records. A plain binder works just as well, and so does a digital minute book.

Do you need a corporate seal?

In most places, no. Seals are a holdover from when a corporation’s seal was how it signed documents. Today:

• Delaware gives every corporation the power to have a seal, but nothing in its corporate law requires one. The Model Business Corporation Act, followed by many states, does the same, and says a stock certificate may bear the seal.
• California abolished the legal distinction between sealed and unsealed documents.
• New York treats a corporate seal on a document as evidence that it was signed with the corporation’s authority. That is a convenience, not a requirement.
• Canada: the CBCA says a corporation may, but need not, adopt a seal, and that a document is not invalid just because no seal is affixed. Ontario’s statute also makes the seal optional, and BC’s only sets rules for a company that chooses to have one.

Seals still come up occasionally. Some banks, title companies and foreign business partners ask for a sealed document, and a few states give contracts “under seal” a longer limitation period. If someone asks, you can buy a seal on its own for about $40 in the US. You don’t need a whole kit for it.

Do you need paper stock certificates?

Not necessarily. Paper certificates are still common in small corporations, but most statutes allow shares without them:

• Delaware: shares are certificated by default, but the board can resolve that some or all shares will be uncertificated. Existing certificates stay in force until they are surrendered. Certificates are signed by any two authorized officers.
• Model Business Corporation Act states: shares may but need not be represented by certificates. A certificate must show the corporation’s name and state, the holder’s name and the number and class of shares.
• Ontario and BC: directors can make shares uncertificated by resolution. In Ontario, the holder then receives a written notice.
• Federal Canadian corporations: a holder is entitled to a certificate or a non-transferable written acknowledgment of the right to one.

The ledger matters more than the certificates

A certificate is evidence of ownership. The legal record is the stock ledger or securities register. Delaware law makes the stock ledger the only evidence of who is entitled to vote and to examine the stockholder list, and Canadian corporations may treat the registered owner as the person entitled to vote and receive dividends.

Paper doesn’t create ownership on its own. In one Delaware case, an employee held a stock certificate, but the court found the shares had never been validly issued and called the certificate a nullity. What counts is a proper resolution authorizing each issuance and a ledger that records every issuance and transfer.

What a kit doesn’t do

A kit is storage. It won’t:

• Keep the records current. The annual minutes or consents, new directors, share transfers and dividends still have to be recorded each time they happen.
• Fit your situation. The sample forms are fill-in-the-blank templates, not documents drafted for your corporation or jurisdiction.
• Tie the pieces together. Nothing in a binder checks that the certificates match the ledger, or that each issuance has a resolution behind it.

For a US S corporation, the yearly piece is the annual minutes. See S corp annual minutes: what to record.

Should you buy one?

• Buy a seal on its own if your bank, a title company or a foreign partner asks for one.
• Buy a kit if you want to keep paper originals and you will actually update the binder every year.
• Skip it if you’d rather keep the minute book electronically. Electronic records are allowed in Delaware, in Model Business Corporation Act states and under the CBCA and OBCA, as long as they are protected against loss and can be produced in readable form. Keep signed originals of key documents either way.

A minute book that stays connected

Minute Book Cloud keeps shareholders, share classes and certificates as connected records: every certificate is tied to its shareholder, class and issue date, and superseded certificates stay on record. Directors, officers, resolutions, registers and documents sit in the same place, and you can export the whole minute book whenever you need a paper copy.

For what it costs to keep a minute book current with a lawyer, a service or on your own, see how much it costs to maintain a corporate minute book.

Common questions