Short answer: Canadian law firms commonly charge about CA$200 to CA$500 a year to maintain a corporate minute book, and up to about CA$750 when the annual filing is included. In the US, attorneys and compliance services charge about US$150 to US$500 a year for annual minutes. The government’s annual filing fee comes on top, and rebuilding years of missing records costs far more than keeping them current.
Prices and published rates in this guide were checked in October 2026. It breaks down what each option costs, which fees you pay regardless of who keeps the book, and where the real expense comes from.
Costs at a glance
These are published rates we reviewed in October 2026, before tax. Prices change often, so treat them as a guide and confirm with the provider.
| Option | Typical cost |
|---|---|
| Canadian law firm: annual resolutions and upkeep | About CA$200 to CA$500 a year, up to about CA$750 with the annual filing |
| US attorney or compliance service: annual minutes | About US$150 to US$500 a year |
| Online minute book service in Canada (you do the work) | About CA$100 to CA$250 a year |
| Online managed service in Canada (they do the work) | About CA$600 a year |
| Paper corporate kit (binder, seal, blank certificates) | About US$60 to US$130, once |
| Government annual filing | $0 to a few hundred dollars a year, depending on jurisdiction |
| Rebuilding a neglected minute book | Hundreds to many thousands of dollars, once |
What law firms charge in Canada
Most Canadian law firms that keep minute books charge a flat annual fee to prepare the annual resolutions, update the registers and, often, file the annual return. Published fees we found ranged as follows:
- Ontario: about $200 to $500 for annual resolutions, and up to about $750 for a package that includes the annual return and registers. Some firms charge extra for each dividend or bonus resolution.
- British Columbia: about $285 to $350 a year, usually including the annual report and registers. Acting as your records office is sometimes included and sometimes a separate fee of a similar size.
- Alberta: about $280 to $400 a year for the annual return and resolutions together.
- Québec: about $425 to $450 a year for the annual minute book update, with the annual declaration to the Registraire des entreprises sometimes billed on top.
- Atlantic Canada: about $350 to $400 a year.
Setting up a minute book for a new corporation typically costs about $550 to $850 on its own, or $800 to $1,500 as part of an incorporation package. The first year’s upkeep is sometimes included.
What attorneys and services charge in the US
In the US, annual minutes are sold by small law practices, incorporation companies and registered agent services. There is no reliable national survey of attorney fees, but published prices cluster in a narrow band:
- Compliance packages from incorporation services that include annual minutes or a minutes tool cost about $199 a year, with government fees extra. LegalZoom and CorpNet both list prices at this level, and CorpNet charges about $99 per entity per year to catch up past years.
- Attorney programs for annual minutes or written consents range from about $155 to $495 a year. The higher end usually bundles the state annual filing and registered agent service.
- A corporate kit, the traditional binder with a seal and blank stock certificates, costs about $60 to $130 once. It holds the records but doesn’t keep them current.
Government fees you pay either way
Whoever keeps your minute book, the corporation still owes its annual filing to the government registry. These fees are separate from anything a lawyer or service charges.
| Jurisdiction | Annual filing and fee |
|---|---|
| Canada (federal, CBCA) | Annual return: $12 online, $40 by other means |
| Ontario | Annual return: no fee |
| British Columbia | Annual report: $43.39, plus a small BC OnLine service charge |
| Alberta | Annual return, filed through a registry agent: about $85 to $95 in total, including the agent’s fee |
| Québec | Annual updating declaration: $106, or $159 for priority processing |
| Delaware | Annual report: $50, plus franchise tax from $175 |
| California | Statement of Information: $25. The $800 minimum franchise tax is separate. |
| New York | Biennial statement: $9 every two years |
| Texas | Franchise tax report: no tax below $2.65 million in revenue, but the report is still due |
The expensive part: rebuilding a neglected minute book
The annual fee is rarely what makes a minute book expensive. The cost comes when years of records are missing and someone needs them: a bank, a buyer, an investor or a tax auditor.
- Canada: law firms we reviewed charge from about $300 to $1,250 to rebuild a basic minute book, more when it is several years behind. Online services that price per year charge about $35 to $99 for each missing year. A law directory notes that reconstructing a complicated history often costs thousands.
- United States: small firms quote about $875 to $2,000 for a records cleanup. Before a venture financing, one startup lawyer puts most cleanups at $7,500 to $15,000. A US law firm reported that 40% of one $200,000 acquisition due diligence bill came from incomplete, missing or unsigned documents.
Recording a resolution when the decision is made takes minutes. Recreating it five years later means reconstructing what happened, finding the people who signed and confirming that later decisions still stand.
What skipping it can cost
Beyond the cleanup bill, out-of-date records carry legal risk:
- Fines. Under the federal CBCA, a corporation that fails to keep the required records can be fined up to $5,000. Ontario’s OBCA allows fines of up to $25,000 for a corporation and holds directors and officers who authorized a breach liable too. Penalties for an incomplete register of individuals with significant control are higher still.
- Dissolution. A corporation that stops filing its annual returns can be dissolved by the registry, in Canada and in most US states.
- Personal liability, in some states. US courts are reluctant to set aside the corporate shield, but some, including California’s, list missing minutes and records among the factors when they do. Others, such as Texas, bar liability based only on failing to observe corporate formalities. Either way, good records make the question easy to answer.
- Court-ordered meetings. In Delaware, if 13 months pass without an annual meeting, any stockholder or director can ask the Court of Chancery to order one.
How to keep costs down
- Keep it current. Record decisions when they are made. It is the single biggest saving.
- Do the routine work yourself. Annual resolutions, director and officer changes and register updates follow a standard pattern. See do you need a lawyer to maintain your minute book?
- Pay for advice, not filing. Use your lawyer and accountant for share issuances, transfers, reorganizations and financings, where their judgment matters.
- Make the records easy to review. A lawyer who can see organized registers and past resolutions spends less billable time reconstructing history.
What Minute Book Cloud costs
Minute Book Cloud is software for keeping the minute book yourself. Core costs $120 a year (US dollars) for one corporation and up to two users. Plus costs $288 a year for up to five corporations and five users. Both include directors and officers, shareholder records, share certificates, resolutions, registers, documents and a full export. Government filing fees are separate, and Minute Book Cloud does not give legal advice.
If your minute book is currently held by a law firm, read how to get your minute book back from your lawyer.
Common questions
Is filing the annual return the same as updating the minute book?
No. The annual return or annual report is a filing with the government registry that confirms basic information such as the corporation’s address and directors. Updating the minute book means preparing and signing the annual resolutions or consents, recording any changes, and keeping the registers current. Most corporations need to do both every year, and law firms often bundle them into one fee.
Why do some law firms charge extra for dividend resolutions?
Each dividend or bonus is approved by its own resolution, so firms that price per document charge for each one. One Ontario firm we reviewed charges $75 per dividend or bonus resolution on top of its annual fee. If you pay yourself through dividends several times a year, ask how they are priced.
How much does it cost to bring an out-of-date minute book up to date?
It depends on how many years are missing and what happened in them. Canadian law firms we reviewed start at about $300 to $1,250 for a basic rebuild, and some online services charge per missing year, from about $35 to $99 a year. Complex histories with share issuances or transfers can cost thousands. Before a financing or sale in the US, a records cleanup commonly costs from about $1,000 to well over $7,500.
Do I have to pay a lawyer every year?
No. No law requires a lawyer to maintain a minute book. Many owners prepare their own annual resolutions and pay a lawyer only for transactions with legal or tax consequences.
This guide is general information about corporate records in the United States and Canada, not legal advice. Rules differ by jurisdiction and change over time. For advice about your corporation, speak with a qualified lawyer or accountant.
Sources
- Canada Business Corporations Regulations, 2001, Schedule 5 (federal fees)
- Ontario: cost to register, change or search for a business
- British Columbia Corporate Registry forms and fees
- Alberta: annual returns for corporations
- Québec: Registraire des entreprises fees for business corporations
- Delaware Division of Corporations: annual franchise tax
- California Secretary of State: Statement of Information
- New York Department of State: biennial statements
- Texas Comptroller: franchise tax
- Canada Business Corporations Act, sections 20, 21 and 212
- Ontario Business Corporations Act, sections 241 and 258
- Delaware General Corporation Law, §§ 141, 142 and 211
- Texas Business Organizations Code, § 21.223
- Ownr pricing
- LegalZoom: corporate minutes and compliance filings
- CorpNet: annual meeting minutes
- The Startup Law Blog: formation cleanup