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Minute Book

Why the CRA asks for your minute book

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The CRA’s legal authority to examine corporate records comes from the Income Tax Act. When an audit opens, the auditor typically asks for books and records that support the corporation’s T2 return and any related personal tax filings of its shareholders. The minute book is the spine of that evidence. It shows who controls the corporation, who its directors are, what resolutions were passed and which transactions were authorized.

For audits of owner-managed corporations, the CRA is specifically looking for a clean paper trail from the tax filing back to the corporate decision that created the transaction. A dividend declared on a T5 but not authorized in a director resolution raises an immediate question. A shareholder loan repaid on a bank statement but absent from the minute book raises another.

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In 2026, the CRA’s audit tools are more sophisticated than they were when most older minute books were last updated:

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  • Filings are matched against each other, so a dividend reported on a T5 that does not line up with the corporation’s shareholder loan account or bank records becomes an obvious question for the auditor
     

  • As of June 16, 2025, the CRA defaults to delivering audit notices and most other business correspondence through the My Business Account portal
     

  • A notice is considered delivered the day it is posted to the portal, unless the corporation requested paper delivery at least 30 days before
     

  • Under Bill C-42, the CRA can request information from Corporations Canada to verify ISC Register submissions, and Corporations Canada in turn shares certain ISC information with the CRA, FINTRAC and other investigative bodies

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