Who Should Update Your Minute Book—A Lawyer or an Accountant?

When it comes to keeping your corporate records in order, a common question we hear from business owners is:
“Do I need a lawyer or an accountant to help update my minute book?”

The answer? Technically, either can help—but there are important nuances to consider. Let’s break it down.

Understanding the Role of Each Professional

Your minute book is the official legal record of your corporation’s key decisions and ownership structure. It includes essential documents like articles of incorporation, shareholder and director resolutions, annual minutes, share registers, and more.

While lawyers and accountants often collaborate on what goes into your minute book, their roles are distinct:

• Lawyers typically maintain and prepare the formal documents. If a legal team helped incorporate your business, there’s a good chance they’re already storing your original minute book—possibly in a fireproof filing cabinet or a secure digital vault.

• Accountants generally provide the underlying data for the updates. For instance, they may advise on share ownership changes, corporate restructuring, or annual financial matters that need to be reflected in your records.

In practice, accountants direct, and lawyers document.

Can You Update It Yourself?

Yes—you can update your own minute book. Corporations are allowed to manage and maintain their own corporate records. However, just because you can doesn’t always mean you should. Minute book updates require attention to detail, accuracy, and an understanding of compliance requirements under the Canadian Business Corporations Act.

If something is overlooked or done incorrectly, it could create complications down the line—especially in the event of an audit, legal dispute, shareholder exit, or business sale.

Our Recommendation: Work with a Legal Team

For peace of mind and to ensure every aspect of your compliance is handled properly, we recommend working with a legal professional—especially one familiar with your business. They’ll ensure your records are up to date, accurately documented, and legally sound.

That said, if your legal and accounting teams collaborate (as ours do at Gauvreau), you’re in the best possible position. You’ll get a comprehensive, accurate, and compliant minute book without the guesswork.

Need Support Updating Your Minute Book?

Whether you're unsure of your compliance status or want to ensure your records are fully up to date, our legal professionals are here to help.