How to Get Your Minute Book Back from Your Lawyer

Who owns the minute book

The corporation does. A law firm that keeps a minute book is holding the corporation’s records on its behalf, usually because the firm incorporated the company or acts as its registered office.

• Canada: the federal CBCA requires records to be kept at the registered office or another place in Canada the directors choose, and gives shareholders and creditors the right to examine them. Ontario and British Columbia have similar rules, and directors can see the records at any time. The Law Society of Ontario’s own guidelines say corporate minute books belong to the client.
• United States: state law makes minutes, consents and the stock ledger the corporation’s own records. Delaware requires an officer to record board and stockholder proceedings, and California requires every corporation to keep minutes and a shareholder record.

In other words, you are not asking a favor. You are asking the firm to hand over records that belong to your company.

Before you ask

1. Decide where the records will live. If the law firm’s address is your registered office or records office, you will need to change it. In Canada that means a directors’ resolution and a notice to the registry, usually within 15 days of the change for federal and Ontario corporations. In British Columbia, file a notice of change of address for the registered and records offices.
2. Check your account. If you owe the firm money, it may affect how quickly the records come back (see below). Ask for a final statement before or with your request.
3. Decide whether you still want the firm’s help. Taking the minute book back doesn’t mean ending the relationship. Many owners keep the routine records themselves and still use the same lawyer for transactions.
4. Know what to ask for. The original minute book is the main item, but also ask for original share certificates and stubs, the corporate seal if there is one, and an electronic copy of anything the firm keeps digitally.

How to ask: a letter you can adapt

Send a short written request, signed by a director or officer. Email is usually fine; some firms will also send you a direction form to sign. Adapt this letter to your corporation:

When the records arrive, sign and return any acknowledgment of receipt the firm sends. It protects both of you.

If your minute book is kept electronically

Many firms now keep minute books in law-firm software rather than a binder. These platforms can usually export a complete minute book as a PDF with a table of contents, and some can export register data as a spreadsheet. The export is normally done by the firm, so ask for it explicitly.

Read-only access to a firm’s portal is useful, but it isn’t a handover: the records still sit in the firm’s account. Ask for:

• a complete PDF of the minute book, with every signed document;
• the registers as a spreadsheet, if the platform can export them;
• any original paper documents, such as signed certificates.

If the firm won’t release it

The usual reason a firm holds on to records is an unpaid bill. Lawyers in some places can keep a client’s papers as security for fees, called a solicitor’s lien or retaining lien. Whether that covers a corporation’s minute book depends on where you are:

• British Columbia: the Law Society’s practice resource lists corporate records among the property a lawyer cannot hold under a lien, and says a firm that is no longer the records office must deliver the minute books to the new one.
• Ontario: the Law Society says the return of a minute book may be subject to the lawyer’s lien, but its rules also say a lawyer generally should not enforce a lien if doing so would materially prejudice the client.
• Alberta: the Law Society’s guidance is similar: a lien should not be enforced where it would materially prejudice the client.
• United States: under the ABA Model Rules, a lawyer must surrender papers the client is entitled to, keeping them only as far as other law allows. California requires lawyers to release client materials whether or not the client has paid. New York recognizes retaining liens, while Florida and Texas limit them when holding the papers would prejudice the client.

If you’re stuck:

1. Ask in writing for an itemized statement and the reason for the delay.
2. If you dispute the bill, ask about the process for having it reviewed. Most provinces and states have one.
3. Remind the firm that directors and shareholders have a statutory right to examine the corporation’s records, which applies whoever keeps them.
4. Contact the law society in your province or the bar in your state. Most have guidance or a complaints process for file transfers.

What to check when it arrives

Go through the minute book before you file it away. Gaps are cheaper to fix now than when a bank, buyer or auditor asks. Check that you have:

• articles or certificate of incorporation, every amendment, and any notices of change;
• bylaws and amendments;
• annual resolutions or minutes for every year, signed by the right people;
• a resolution for every share issuance, transfer, dividend and major decision;
• a directors register with start and end dates, and an officers register;
• a securities register or stock ledger that matches the issued certificates;
• in Canada, a register of individuals with significant control (required for federal, Ontario and BC corporations, among others);
• copies of the annual returns or annual reports filed with the registry;
• any shareholder agreement.

The most common problems are missing annual resolutions, share issuances with no resolution behind them, unsigned documents, registers that don’t match the certificates, and directors who left years ago but were never recorded as resigning.

After the handover

Once you have the records, put them somewhere you will actually keep current. In Minute Book Cloud you add your corporation, enter its directors, officers, shareholders, share classes and certificates, and upload the existing documents and resolutions. Everything ends up organized around the corporation, and you can export the whole minute book at any time.

Keep your lawyer for the transactions where their judgment matters, and give them access when you need them. If you’re weighing the options, see do you need a lawyer to maintain your minute book? and what it costs to maintain a minute book.

Common questions