Corporate Filings, Annual Resolutions, and Minute Books

By Daniel Levine
Last Updated
Dec 16, 2025
2 min read
Main image - Corporate Filings, Annual Resolutions, and Minute Books

Every corporation in Canada, by law, must file annual corporate returns. Within 60 days of the corporation’s incorporation or amalgamation date, each corporation must submit the requisite filing documents to Corporations Canada. If you incorporate on September 1, 2017, your annual filing will be due on October 30, 2018. The information gathered from your filings is stored on the Corporations Canada website and adds another layer of information for consumers.

All active corporations, regardless of size or operation status, must file annual returns. Active corporations are defined as all corporations that are not dissolved, discontinued or have not previously amalgamated with another corporation. Even corporations you have forgotten about, including holding companies or subsidiaries, are required to file annual returns accordingly.

Section 133 of the Canada Business Corporations Act requires each corporation to hold at least one shareholders meeting annually. Smaller corporations may consider signing corporate resolutions in lieu of having a physical or virtual meeting with all parties present.

Of key importance, however, is the date upon which the shareholder resolutions have been signed. The annual corporate filings require the company to indicate the date of the last shareholders meeting or signed resolutions. The meeting or resolution must therefore occur prior to filing.

Minute books are collections of corporate records, including annual shareholder resolutions, which store information for future reference. Although seemingly unnecessary, these minute books need to be updated annually at minimum, in order to ensure proper compliance with Canadian and provincial business legislation. A government audit, as unlikely (and unpleasant) as it may be, will require an inspection of the updated minute book and problems (and headaches) ensue if the resolution dates do not match those on the annual filings.

The consequences for not filing an annual report can be severe, including the dissolution of the company if the filings have not been submitted over a few years. It is therefore necessary for corporations of all sizes to be conscious and cognizant of their filing and reporting obligations and ensure the appropriate shareholder meetings and resolutions are occurring in due course and are properly documented in the corporate minute book.

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Dec 19, 2025
8 min read
How To Choose The Best Entity Management Software

Switching to a centralized entity management system can be a lifesaver for law firms and legal teams struggling with data inaccuracies and non-compliance.

The truth is that complex corporate structures require advanced tools that outdated systems simply cannot support. To save time, minimize risks and improve efficiency, switching is the only option.

In this article, we elaborate on the reasons why you should consider switching to entity management software and how to choose the right platform.

What Is Entity Management Software?

Entity management software provides legal professionals with a secure, centralized platform to organize, track and maintain corporate records.

For example, you can use it to store minute books or formation documents, create ownership structures and stay on top of rigid compliance requirements.

The key advantage of using this software is that it replaces outdated or legacy systems that can no longer keep up with modern requirements. 

Using spreadsheets or disconnected software is not only inconvenient and labor-intensive, but it’s also not suitable for teams managing dozens or hundreds of entities. These outdated tools increase the risk of errors, inconsistencies and security vulnerabilities, especially when multiple people are involved in maintaining records.

Entity management software solves this by bringing all critical information into one unified platform and automating routine tasks. Legal teams can, therefore, collaborate more effectively while maintaining security and compliance standards.

Why Law Firms and Legal Teams Need Entity Management Software

Multiple teams within a firm, including clerks, paralegals, legal operations, finance and tax departments, need frequent access to accurate records. Support staff, like those handling mail or logistics, also require occasional data insights to complete their tasks. 

When information is spread across disjointed systems or stored in spreadsheets, it forms data silos that disrupt collaboration. On top of that, updates in one platform may not sync with others, resulting in inconsistent data and poor tracking of changes.

For instance, preparing for an audit becomes a time-consuming ordeal when records are hard to locate or incomplete, stalling critical workflows.

Then we have the ever-changing compliance and regulation requirements. Without automated tools, teams risk missing deadlines or failing to meet new standards. And with manual processes, such as updating records by hand, being not only slow but also prone to errors, it can lead to costly penalties.

A centralized entity management system eliminates these hurdles by bringing all data into one secure platform. 

Automation streamlines compliance tracking, reduces errors and ensures real-time updates across teams. By integrating advanced reporting tools, firms gain clear visibility into their entities, which allows for faster decision-making. 

This unified approach saves time, strengthens collaboration and keeps firms compliant, allowing legal teams to focus on their work rather than administrative chaos.

See how Minutebox can help you with Entity Management Software

Key Features to Look for in the Best Entity Management Software

Below are seven essential features to prioritize, each designed to address the specific challenges of legal teams.

Centralized Data

A centralized platform acts as a single source of truth for all entity records, ensuring everyone works from the same accurate data. 

Look for a platform that supports advanced search and filtering options to quickly find the right information.

Ownership Tracking

Complex ownership structures, involving shareholders and beneficial owners, can be difficult to manage. The right software simplifies this by offering clear tools to track these relationships. 

Choose a platform that automatically creates visual charts, making it easy to understand entity connections and monitor changes over time.

Compliance Alerts

Regulatory requirements and deadlines are non-negotiable. 

Your chosen entity management software should provide automated alerts and reminders for upcoming compliance requirements as well as a way to track compliance progress in real-time.

Additionally, the software should always reflect the latest changes in compliance and provide guidance and resources to ensure you stay on top of requirements.

Role-Based Access

Just because the data is centralized, it doesn’t mean everyone should have access.

Administrators should be able to assign user permissions to specific data sets based on role or responsibility.

Choose a software with rose-based access and advanced security protocols, like multi-factor authentication, to protect sensitive information while still enabling collaboration across teams.

Audit Trails

Audit trails are essential for supporting regulatory compliance and maintaining transparency when the time for an audit arrives.

Your software must track all changes and user actions within its platform and log them within the audit trail. 

Document Automation

Modern software takes the manual effort out of document preparation and assembly.

A modern entity management software should have automatic document creation templates and easy, no-code customization and personalization features.

It should be simple to maintain a professional and consistent look across all your documents without having to customize each of them individually.

Cloud Security

For law firms, data security is of the utmost priority. Therefore, choose a platform that offers industry-standard security for managing entity data.

Look for SOC 2 Type II, ISO 27001, 27017 and 27018 audited and compliant software with end-to-end encryption to protect sensitive data when it is in transit or at rest. It should also have a robust information security policy, advanced testing protocols and multi-jurisdiction support.

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How MinuteBox Supports Law Firms in Managing Entity Data

MinuteBox is a leading cloud-based entity management platform centered around legal professionals and law firms. And it checks all the boxes for firms looking to modernize their corporate record keeping and centralize all data.

MinuteBox addresses all the needs mentioned, including:

  • Secure cloud architecture: MinuteBox is SOC 2 Type II, ISO 27001, 27017 and 27018 audited and compliant software, protecting data with end-to-end encryption.
  • Granular access control: Administrators can precisely manage permissions, determining who can view, edit or share each entity’s data.
  • Intuitive digital organization: A drag-and-drop interface replicates physical minute book structures. This allows teams to organize and access records instantly from any device, anywhere, without VPNs or physical binders.
  • Automated compliance alerts: Customizable notifications tailored to jurisdictional requirements keep teams ahead of filing deadlines, reducing the risk of oversights.
  • Visually intuitive ownership charts: Automatically generated visual diagrams display complex entity relationships and update in real time to support clear and informed decision-making.
  • Comprehensive collaboration tools: Built-in client-sharing with expiring links allows safe data access for external counsel or clients.
  • Automatic document generation: Create resolutions, registers and legal documents using pre-built templates.

Still not convinced? Here are a couple of examples of how MinuteBox makes entity management efficient.

Imagine needing to share an entity’s register of directors with external counsel. With MinuteBox, you can generate the document instantly and grant temporary read-only access without the need to print or email the information (which would compromise data security).

Or suppose your team is preparing for an audit. All entity records, minute books and filings are centralized and accessible in a few clicks, helping you deliver on tight deadlines with full accuracy.

Choosing the Best Entity Management Software for Your Law Firm

We understand that choosing the right platform is not a lighthearted decision and many factors should contribute toward making the final cut.

Here’s a short checklist to use when evaluating suitable software for your law firm or legal team:

  • Security: Look for SOC 2, ISO 27001, 27017 and 27018 certifications and end-to-end encryption.
  • Ease of use: Find a user-friendly platform that comes with comprehensive team onboarding.
  • Feature set: Do they align with your needs and address your firm’s pain points?
  • Customer support: Can you easily access a support agent when you need one?
  • Vendor transparency: Are platform updates and changes, along with data handling practices and policies clearly communicated?
  • Data portability: If, for any reason, you decide to leave, can you easily transfer your data or are you locked in?

For a platform that offers all of the above and more, get in touch with MinuteBox for a demo tailored to your law firm’s specific needs.

FAQ – How To Choose The Best Entity Management Software

What is the best entity management software for law firms?

The best entity management software for law firms is one that provides a centralized place to store, manage and maintain corporate records.

It should provide automatic compliance maintenance, industry-standard security, access controls as well as ownership tracking and audit trails.

MinuteBox is a platform that provides all of these features and more and consistently stands out for its legal-first approach and powerful automation tools.

What are the cost benefits of using entity management software for law firms?

Entity management software reduces costs by minimizing errors that lead to compliance penalties and simplifying time-intensive tasks like audit preparation or document drafting. 

On top of that, its automation and centralized data reduce the need for additional staff or resources, offering long-term savings while improving accuracy and operational efficiency.

How do I choose the right entity management software?

To choose the right entity management software, you can start by assessing your current pain points. Use the answers to these questions to prioritize which features you require. Then, compare platforms based on security, ease-of-use, pricing and support. 

When you have narrowed down the choice, request a demo or free trial to evaluate its real-world performance and whether it’s the right fit.

What features are essential in legal entity management tools?

Essential features in legal entity management tools include the following:

  • Centralized data storage
  • Industry-standard, cloud-based security
  • Compliance tracking and alerts
  • Role-based access controls
  • Ownership tracking
  • Document automation
  • Audit trails and version history
Oct 17, 2025
6 min read
How to Overcome Technophobia and Digitize Entity Management

Some industries are ripe for modern technology, while others are slow to adapt to innovative solutions. Broadly speaking, the healthcare sector, hospitality sector, construction industry, and agriculture industry are some of the largest sectors of the economy with the least adoption rates of modern technology.

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You could argue that the legal community, while not quite as rudimentary as some of those other sectors, also has a general case of technophobia. Law firms have relied on traditional workflows involving pen and paper or Microsoft Office files to manage client information. To this day, many firms still adhere to the old ways, potentially placing themselves at a competitive disadvantage.

It begs the question: what lies at the root of these technophobic fears, and how can they be overcome? What do legal professionals need to understand about how technology can simplify their lives so that it increases adoption rates? Let’s look into that and outline answers to those pressing questions.

According to the Wolters Kluwer Future Ready Lawyer Survey, which was disseminated to 751 professionals across North America and Europe, the top three trends cited by respondents are:

  1. Growing importance of legal technology in legal workflows
  2. Managing increasingly complex information
  3. Adapting to new or evolving client needs

The findings show that 79% of survey participants cited these three key areas as the biggest trends impacting the legal industry. At the same time, only 36% of respondents believe their firm or organization is prepared to address these growing trends.

Growing client demand for tech-powered firms

In the same study, participants were asked how they evaluate a potential partnering firm’s use of legal technology, and what impact that has on their decision to enter into business with the firm.

  • In 2022, up to 70% of respondents said that how a prospective firm uses legal technology influences whether they enter into a working relationship with that firm.
  • The response rate is up from 41% in 2020 and 52% in 2021.
  • By 2025, client interest in legal technology is expected to reach 97%.

This particular finding corresponds with other industry studies that show the influence of technology on business operations. Since the COVID-19 pandemic, 77% of business owners admit they want more flexible options to access important files.

These findings should serve as a wake-up call for technophobic law firms. Clients want to work with legal professionals who support their desire for flexible meetings and file access management. Failing to incorporate innovative solutions could result in lost business and missed opportunities to boost Legal Recurring Revenue.

Broadly speaking, companies in most industries struggle to embrace technology out of fear that it will corrupt their use of data. Data lies at the heart of any effective business strategy. However, if that data isn’t clean or organized, it makes it difficult to interpret any insights and feed a business growth strategy.

When looking specifically at the adoption of legal technology, here are the three main reasons law firms are resistant to modern technology.

In the legal community, time really does equate to money. Legal professionals are always looking for ways to increase billable hours so they can boost inbound Legal Recurring Revenue for the firm. As a consequence, many legal minds are under the misguided belief that every minute not used for billable hours is a sunk cost.

Unfortunately, legal teams that fall into this line of thinking risk leaving their operations less efficient and productive than they otherwise could be with legal technology. The amount of time spent on administrative or clerical tasks remains stubbornly high without an innovative solution to streamline all these laborious tasks.

This is the biggest reason why firms refuse to adopt modern legal technology. Without a tangible economic benefit from investing in legal technology, firms don’t see the value in carving out portions of their budget for such investments.

When legal teams fall into this line of thinking, they forget one of the fundamental rules of any business: the cost of doing business. Any company must invest in certain expenditures to maintain and improve operations. Legal technology is one of those expenditures that pays off in the form of time savings and efficient workflows.

Similar to the time efficiency argument, some law firms believe that legal technology will slow down their rate of operations. They worry that there will be lags in productivity, diminishing the firm’s potential for growth.

The counterargument here is that legal technology is designed to introduce efficiencies to established workflows. Rather than slow things down, legal technology actually speeds things up by reducing the time professionals spend on non-revenue generating tasks.

Having debunked misguided beliefs about legal technology, what is the optimal solution to improve legal workflows and overcome skeptical feelings towards legal technology? The answer is entity management software, which is designed by legal minds for legal minds.

Entity management software is a form of legal technology developed by legal professionals who represent law firms, legal departments, general counsel, and compliance professionals. It simplifies the complex aspects of entity management and streamlines operations into a workflow that’s efficient, relatable, and even fun.

Entity management software enables legal teams to create one centralized location for all client minute book records. The process of inputting, filing, sorting, and tagging minute book data is complete in a matter of minutes. This is in stark contrast to the time consuming administrative tasks conducted outside of an entity management system. Investing in entity management solutions will help your legal team, particularly your paralegals avoid feelings of burnout.
Teams that use entity management software save invaluable hours on clerical duties that can be reallocated to growing the interests of the firm. It also helps with talent acquisition as many rising legal professionals understand the value of entity management technology. Use your firm’s adoption of entity management systems in your HR strategy. This will encourage the brightest legal minds to join your team and increase Legal Recurring Revenue for your firm.

Oct 17, 2025
3 min read
New requirements for corporate record keeping under Bill C-86 – Amendments to the CBCA

On December 13, 2018, Bill C-86 received Royal Assent, thereby amending certain provisions of the Canada Business Corporations Act (“CBCA”).

The updated provisions include new record keeping requirements for private companies incorporated under the CBCA. As of June 13, 2019. The updates affect those with “significant control” of a company defined as:

Section 2.1(1)

  • (a) an individual who has any of the following interests or rights, or any combination of them, in respect of a significant number of shares of the corporation:
    • (i) the individual is the registered holder of them,
    • (ii) the individual is the beneficial owner of them, or
    • (iii) the individual has direct or indirect control or direction over them;
  • (b) an individual who has any direct or indirect influence that, if exercised, would result in control in fact of the corporation; or
  • (c) an individual to whom prescribed circumstances apply.

A “significant number of shares” is further defined as:

Section 2.1(3)

  • (a) any number of shares that carry 25% or more of the voting rights attached to all of the corporation’s outstanding voting shares; or
  • (b) any number of shares that is equal to 25% or more of all of the corporation’s outstanding shares measured by fair market value.

Summary

Private CBCA corporations must now maintain a register of all individuals who fit the above description, and include in the register the names, birth dates, residence (for tax purposes) and other required data.

Shareholders are now obligated to provide true and accurate information when requested by the corporation.

At least once per financial year, the corporation must review and update this information. Once the corporation is aware of any changes, it has 15 days in order to amend the register accordingly. Failure to properly update the information can result in fines of up to $5,000. However, directors or shareholders knowingly providing false information can result in fines of up to $200,000 and/or six months of imprisonment.

The CBCA requirements ensure that corporations (or the law firms that manage the records for those corporations) must undertake a greater number of tasks each year to ensure the corporate records’ compliance.

The process of updating minute book records will be daunting and tedious, especially if the information is stored in physical minute books binders. Document generation tools and clearly organized cloud-based data and databases can make compliance with the new requirements more manageable.

While the new requirements apply only to privately held CBCA corporations, it is certainly possible that the provincial legislatures will debate and perhaps adopt similar requirements.

At MinuteBox, we have already begun internally testing some new features (to be released in 2019) built specifically to support lawyers and clerks through this process.

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