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Keeping your corporate digital minute book up to date ensures your clients have immediate access to all of their official records. Providing clients with up to date records in an easy and convenient manner goes a long way towards boosting client satisfaction. Highly satisfied clients are more likely to stick with your firm for longer periods of time, improving client retention rates and helping further grow your own firm’s business.

The fastest and easiest way to provide those clear answers to your clients is through the use of entity management software. These types of platforms are trusted by legal professionals for a reason. They allow you to centralize all of your minute books in one convenient location, speeding up the time it takes to find important records for your clients.

Even better is the fact that these platforms have built-in advanced search capabilities to uncover a specific file within minutes. This makes organizing and retrieving minute book records and corporate information much easier compared to combing through stacks of paper documents.

How to organize minute books with cloud-based software

If you choose entity management software to organize your minute books, the next logical question to ask yourself is this: how do you actually organize minute books within the platform? While there are some details that will be unique to your firm’s situation, you can use this overview to establish the basics.

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Start with the sections and tabs

Organization is only possible if you decide how to categorize all of your records within the platform. To do that, it all begins with the sections and tabs you create within the platform hierarchy. You can select a variety of styles and names for tabs in a minute book. Define how those styles and names best reflect the way your firm operates, and how you will provide service to your clients.

Decide how to segment files by record type

There are a number of different file types that you can store within your minute book. You could create categories in the form of:

• Corporate ledgers & registers
• Company ownership charts
• Shareholder cap tables
• Capital transactions between shareholders
• Etc.

Identify the categories that best describe the record types maintained by your firm on behalf of your clients. By creating categories for each of these record types, it makes tagging, filing, and searching for those records much easier after the information is uploaded into the platform.

Scan and upload all minute book records into the account

Now that you’ve created the sections and record types you’ll use as the framework to organize a corporate digital minute book, you’re ready to upload the records themselves into the platform.

The uploading process is actually very straightforward if you use MinuteBox as your entity management solution. Simply coordinate with our team of scanning professionals and arrange a time to have those professionals come by your office. All scanning is completed on-site and no records ever leave the four corners of your office. This is part of our guarantee that all data is secure and fully protected from the moment our professionals begin the transformation process.

Once on-site, our enterprise grade scanners do all of the work. We’ll transition your record book collection to the cloud efficiently, securely and with the highest quality standards for security. We also throw in our commitment to maintain the highest quality of integrity!

Fast and easy adoption of the solution

Once the upload process is complete, you’re ready to start using and managing your account. You can invite clients to access their corporate records from the cloud, guaranteeing that each client can find and leverage all records pertinent to their immediate needs. Migrating all minute book records into MinuteBox will also modernize your entire workflow. You’ll also help your legal and paralegal professionals earn back valuable time without having to comb through individual paper records for answers to client questions. The speed and ease with which your team can uncover this information is exactly how to improve client satisfaction, ultimately contributing much higher Legal Recurring Revenue for your firm.

How do you know if you are qualified to be a director for a Canadian corporation?

The answer is surprisingly easy. There are no specific legal requirements for directorship in Canada. The law in Ontario is similar.

Instead, the Canada Business Corporations Act (“CBCA”), at section 105(1) sets out the four criteria that would disqualify someone from being a director, namely:

• anyone who is less than eighteen years of age;
• anyone who is incapable;
• a person who is not an individual;
• a person who has that status of bankrupt.

Similarly, Ontario’s Business Corporations Act (“OBCA”), at section 118(1) sets out four similar criteria that would disqualify someone from being a director, namely:

• A person who is less than eighteen years of age;
• A person who has bee found under the Substitutes Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere.
• A person who is not an individual.
• A person who has the status of bankrupt.

Although the foregoing disqualifying properties are fairly straightfoward, the criteria of A person who is not an individual can be tricky to understand. At law person has a defined meaning, which, for example, includes corporations. At law corporations have, for the most part, the same legal status as persons. Corporations, in fact, are persons. Corporations are not, however, indviduals (i.e. human individuals). Therefore, we can conclude that a corporation, despite being a legal person, cannot be a director of another corporation because a corporation is not an individual.

Throughout the course of history, many methods of incorporation have come about in Canada. These methods are:

• Special Acts
• General Acts
• Royal Charters

Under General Acts there are three method of incorporation, namely:

• Articles of Incorporation
• Letters Patent
• Memorandum of Association

Special Acts

Special Acts became a prominent method of incorporation close to the end of the 19th century and were primarily used to incorporate entities that served a particul (often quasi-public) purpose such as railroads and telecomunications infrastructure.

Effectively, special acts are often used for the incorporation of crown corporations.

Royal Charters

Royal Charters are the oldest form of incorporation in Canada. Royal charters were used to incorporate certain chartered monopolies such as the Hudson’s Bay Company.

General Acts

General Acts are the current and primary method of incorporation in Canada. Within the scope of General Acts fall:

• Articles of Incorporation
• Letters Patent
• Memorandum of Association

Example of General Acts governing incorporation include:

• Quebec’s Companies Act, RSQ c. C-38.
• Canada’s Canada Business Corporations Act, RSC 1985, c. C-44.
• British Columbia’s Business Corporations Act, SBC 2002, c. 57

Each province, along with the federal government of Canada, uses one of the foregoing methods of General Acts to incorporate companies.

Articles of Incorporation are far and away the most popular form of incorporation in Canada, being the method of federal incorporation and that of 11 provinces and territories, namely:

• Alberta
• Britich Columbia (note that BC refers to Notice of Articles rather than the more common Articles)
• Manitoba
• New Brunswick
• Newfoundland and Labrador
• Northwest Territories
• Nunavut
• Ontario
• Quebec
• Saskatchewan
• Yukon

Letters Patent are used only by Prince Edward Island.

Memorandum of Association are used only by Nova Scotia.

Paralegals are the backbone of any law firm and in-house general counsel department. Tasked with conducting legal research, preparing legal documents, conducting client interviews, and running the day-to-day operations of a law office, no firm can function effectively without talented paralegals providing legal support.

Some paralegals are satisfied with their positions as legal support staff. Others pursue certifications to become professional practicing attorneys. However, many paralegals choose a career in legal operations, or legal ops, as the next step in their career paths.

What exactly does a career in legal ops look like, and how does it differ from a paralegal career? Let’s break down that transition and outline how more paralegals can open new career opportunities for the future.

What are legal operations?

The purpose of a legal operations team is to help legal teams deliver high-quality services at reduced costs with improved results. They remain focused on helping legal professionals perform their duties with efficiency and proficiency.

On a day-to-day basis, the legal operations team assumes responsibility for all operational tasks of a law firm, or in-house general counsel department. They oversee the duties and responsibilities for all operations that do not require a lawyer’s degree to manage.

What’s the difference between paralegals and legal ops?

You may assume there’s a degree of overlap between the responsibilities of paralegals and a legal operations team. While there are some similarities, here’s the biggest disparity between the two legal support roles.

Paralegals primarily manage legal documentation and client interviews

Some paralegal responsibilities do extend to office administration work. However, most of their duties are related to the management of legal documents for clients.

Many paralegals benefit from using entity management software to streamline many of these workflows. Entity management software is a tool built by legal professionals to help legal talent more efficiently manage legal matters.

Workflows that traditionally take several hours can be completed in a more streamlined manner using entity management software. Paralegals can complete their necessary tasks with greater efficiency and efficacy. Subsequently, they can reinvest their own time and energy into fostering the growth of Legal Recurring Revenue to grow the firm.

Legal operations handle more administrative responsibilities

Whereas paralegals manage legal documents and some client-facing duties, legal operations are primarily charged with overseeing the administrative aspects of a law firm. This can include items that range from:

• HR-related tasks
• IT installation and maintenance
• Compliance matters
• Calendar deadlines for important matters

Legal operations managers may also manage any third-party vendor relationships contracted by the firm or by the in-house corporate counsel. They’re primarily concerned with ensuring those services are provided to vendors in the most cost-efficient manner.

Legal operations managers can also benefit from solutions like entity management software. Entity management platforms like MinuteBox are designed with a built-in compliance framework to help legal ops maintain diligent compliance workflows. The platform can help guide legal ops managers as they build compliance programs, ensuring the firm or corporation remains in compliance with jurisdictional laws.

Why do paralegals transition into legal operations?

Suppose your paralegals are concerned about career mapping. Assisting their transition into new areas of responsibilities broadens their skill sets and helps them complete more fulfilling work to satisfy their interests.

The biggest reason for these transitions is to master new career skills. Some people want to develop skills as a manager, and a transition to legal operations is one of the best ways paralegals can develop those skills. Being responsible for all the administrative processes within the firm means operations managers gain influence, authority, and managerial skills.

How do paralegals transition into legal operations?

Legal operations managers often begin their careers as paralegals, so the transition from one area to the other is not that uncommon. The current director of legal operations for MGM Resorts International began his career as a paralegal.

The greatest advice from legal ops executives to aspiring paralegals-turned-legal-ops-managers is to voice your aspirations to your superiors. If you work at a law firm, inform the partners that you’d like to make the transition to a legal operations career. If you work for a corporate legal department, share your goals with the in-house general counsellor.

Use your learned skills and mastery of legal technology

Many paralegals, knowingly or unknowingly, already possess many of the necessary skills to be an effective legal operations manager. By managing client relationships and compliance calendars, paralegals can transfer those managerial skills and help improve legal operations across the organization.

Paralegals who master legal technology, like entity management platforms, have already introduced efficiencies into their operations. During the transition into legal operations, use those experiences to show your merit. Use entity management software to help organize the hierarchy, set date-based deadlines, and implement effective GRC protocols.

As an experienced paralegal, you already have the managerial skills and capabilities to assume legal operations responsibilities. Believe in your abilities and grow your legal career without requiring a law degree.

An organizational chart displays the internal structure of a business entity. Each employee’s name is represented within boxes or other shapes, often with a corresponding photo to provide a face with the name.

At the top of most organizational charts are the chief executives, who direct the operations of the company. In some instances, the organizational charts will include members of the Board of Directors and shareholders with significant ownership in the corporation.

The purpose of organizational charts is to create documented illustrations of working relationships, reporting relationships, and corporate hierarchies. Organizational charts instill effective corporate governance throughout the business entity when appropriately developed.

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Benefits of organizational charts and corporate hierarchies

Organizational charts provide the structure that allows key business decisions to get done. Corporate hierarchies, established by organizational charts, enable corporate executives to implement the mandates of proper corporate governance.

Corporate governance encompasses all the rules, practices, and processes that help business leaders manage how the entity operates. Organizational charts give key decision makers the authority and influence to enforce corporate governance policies and procedures. Collectively, these documented structures help the business maintain momentum and achieve growth.

What happens without structured organizational charts?

There are significant risks for corporate entities that do not create structured organizational charts. Those risks can be relatively minor, in the form of small fines from government regulators. On the other hand, some business leaders can drive their companies into bankruptcy and subject themselves to criminal indictments.

The most recent example of the latter scenario is the FTX cryptocurrency bankruptcy. Former FTX CEO Sam Bankman-Fried was charged with eight counts of federal crimes in the United States, including conspiracy to commit mail and wire fraud, for misappropriating client funds.

The cryptocurrency exchange filed for Chapter 11 bankruptcy in November 2022. The newly appointed CEO revealed in federal testimony that, under SBF’s leadership, there were no organizational charts at FTX, no corporate governance policies, and a blatant disregard for maintaining compliance with federal laws.

How to create organizational charts with entity management software

One of the chief advantages of entity management software is its intuitiveness. Entity management platforms like MinuteBox were built for non-technical business leaders and legal professionals. The platform relies on no-code document assembly programming to simplify entity management workflows, including the creation of structured organizational charts.

Here’s a basic overview of how to create your own corporate organizational charts using entity management software like MinuteBox.

1. Input the names and titles of your employee registry

Entity management software streamlines most administrative tasks and responsibilities. Data entry specialists, administrative managers, or paralegal professionals are often tasked with data management. The platforms simplify their workflows, translating processes to sort and organize all the data, from hourly commitments down to mere minutes of work.

The one area of this workflow that can’t be simplified is the initial input of corporate data. This is the most time consuming step in the process. However, the platform does include built-in modules that outline exactly where and how to input employee information so that the organizational charts are properly created.

1. Save your work and submit the data into the platform

Complete the insertion of all the names and titles of your employees, executives, board directors, and shareholders. Save your data entries and submit the filings into the platform.

Remember that entity management software is designed to be intuitive. The platform understands the data you’ve inputted, and it intuitively knows how to structure and organize the data into the files you need. The names and titles of your entire corporate registry will automatically be organized into detailed organizational charts.

1. Download your organizational charts into PDF documents

Your organizational charts are automatically generated in a matter of seconds once you submit your data into the platform. Simply select download on the generated file, and you’ll receive structured organizational charts in the form of PDF documents.

If you need to disseminate the files to corporate executives, this is the way to do so. On the other hand, you can keep the organizational charts within your entity management platform and refer to the documents whenever necessary.

Use entity management software to help structure your corporate entity

Entity management software like MinuteBox makes the process of creating organizational charts quick and painless. The documents are produced in record time, and they can serve as one of the foundational pillars of your corporate governance policies.

Subsidiaries are types of organizations that fall under the umbrella of another larger business entity, which is known as the parent company. Subsidiaries enable large organizations to expand their reach and influence into markets beyond the reach of their main corporate entity.

However, there are different types of subsidiary structures, primarily defined by the parent company’s ownership of the subsidiary business. Let’s break down those differences and the best practices to implement effective subsidiary management policies for various types of subsidiary-owned business structures.

What is a subsidiary company?

A subsidiary company is a business whose parent company owns more than half of the subsidiary voting shares. The parent company’s controlling interest can be as little as 50%, plus one, of the issued shares. Despite the controlling interest, the subsidiary is classified as a separate legal entity to the parent company. This distinction is important for liability, tax, and regulatory purposes.

While the parent company does have a controlling interest in the subsidiary’s issued shares, the degree of control over the subsidiary’s day to day operations varies by organization. Some parent companies choose to exercise significant control over the subsidiary, while others maintain a hands-off approach to overseeing subsidiary activities.

What is a wholly owned subsidiary company?

A wholly owned subsidiary company is, as the name implies, a business whose common shares are solely controlled by the parent company. There are no minority shareholders in a wholly owned subsidiary, and these organizations remain privately vested interests rather than publicly traded companies on stock exchanges.

Since the parent company has 100% ownership over the subsidiary, the degree of control and influence over a wholly owned subsidiary’s day to day operations is far more significant than subsidiaries where parent entities maintain a less controlling interest. However, under the law, the subsidiary is still classified as a separate legal entity with its own organizational structure that’s independent of the parent company.

Advantages of subsidiaries and wholly owned subsidiaries

Among the main reasons large organizations establish subsidiaries are for tax purposes and the ability to enter new markets. One is about reducing costs, while the other empowers businesses to expand revenue with fresh customers. In either case, the fundamental purpose is to look out for the best interests of the parent company.

Tax benefits from subsidiary profits/losses

There are tax benefits to holding subsidiary companies under your parent company’s corporate umbrella, particularly wholly owned subsidiaries. Any losses incurred by the subsidiary can be used against the profits generated by your parent firm. This helps reduce your annual tax liability and helps your business entity retain more profit.

If your entity takes full ownership of a wholly owned subsidiary through an acquisition, it can also help improve your corporate finances. The acquisition qualifies as a stock purchase that your tax and finance departments can record for tax purposes at the end of the fiscal year.

Automatic brand recognition in new markets

Sometimes, parent entities create subsidiaries to diversify their business holdings and create new brands that, on the surface, appear to be independent from the parent company. In other cases, large organizations will merge with or acquire other independent entities and fold them into their organizational structure as subsidiaries of their parent brand.

The advantage of the acquisition approach is that the subsidiary brand already has recognition and awareness in certain markets. There’s also a loyal customer base that creates effective word of mouth marketing to support greater expansion.

If your intent, as the parent company, is to acquire more market share in this new region, you don’t have to spend the time and money to build your brand identity in that market. The subsidiary already has that name recognition. Instead, you can reallocate the money you would spend on promotions of your parent entity to support further revenue expansion of the subsidiary. Over time, you can create a more established strategic relationship between the parent entity and the subsidiary, enabling scalable revenue growth for both businesses.

Greater synergy and increased efficiencies

Aligning the parent company and the subsidiary around processes and workflows regarding things like information technology, finance, taxation, reporting structures, etc. can streamline operational workflows between the two organizations. Efficient workflows reduce costs incurred by the business, which helps make your entity more profitable.

Use subsidiary management software for reporting and organizational structure

Whether it’s a subsidiary with majority ownership or a wholly owned subsidiary, every business requires detailed minute book records. Those records structure parent companies and their subsidiaries, aligning all branches of the corporation around concrete data that protects the interests of the institution.

Effective organizations, at the parent entity or subsidiary level, promote good governance, improve risk management, and compliance with regulatory laws. Governance, Risk Management, and Compliance (GRC) policies form the backbone of any organization’s entity management procedures.

An intuitive subsidiary management system helps subsidiaries and wholly owned subsidiaries streamline their GRC policies. The benefit of tracking all governance and compliance policies and procedures on one centralized platform is that strategic decisions that impact the parent and subsidiary companies can be made in an efficient manner. All leaders can view the records on the platform as a single source of truth to help shape the future direction of the organization.

The platform has built-in templates for organizational charts, cap tables, and compliance modules to insert structured governance and reporting modules into key business decisions. If anyone has questions, the records show exactly who to contact for the answers. This is helpful for internal discussions, as well as with external auditors or regulators with questions about the parent company’s or subsidiary’s efforts to remain in compliance.