Digital Corporate Minute Books
As you may have heard, our law firm is making the transition to digital minute books. Here are some frequently asked questions about the change, why it's being made, and how it will affect you as our corporate client:
As a primarily virtual law firm, we're constantly trying to find ways to make it easier and more efficient to connect and share documents with our clients, wherever they may be.
We've already switched to using digital signatures, cloud file storage, and electronic payments, but we still retain a large volume of physical corporate minute books. This not only increases our storage costs, but also makes it very inefficient to provide you, your accountants, bankers, etc. with access to corporate documents.
As an example, many accountants request that we send them your physical minute book for review each year. This means locating the minute book, sending it to your accountant, following up if it hasn't been returned, and paying for postage/delivery fees both ways. This takes a lot of time and ultimately increases the cost you pay for professional services.
By going digital, we're able to provide you, your accountants, bankers, and any one else you may choose with access to an up-to-date version of your corporate records so that you can easily see the status of documents, obtain copies, and share them as needed.
Many law firms are making the switch and we expect that it's only a matter of time before all firms decide to modernize their practices. We're happy to be a leader in this regard.
All digital minute books will be stored online using a secure cloud storage provider. We're currently using Microsoft OneDrive to store and share electronic documents and minute books, but may move to a more tailored solution in the future.
Once your minute book is converted to digital form, you'll be provided with a link to access your documents online. At your request or with your permission, we can also provide access to your accountants, bankers, investors, and anyone else whom you may want to grant access.
Just like your physical minute book, we will restrict access to only those persons that are entitled to access the documents by law, and those that you have requested be granted access.
The digital version of your corporate minute book will be stored in the cloud using Microsoft OneDrive. We also maintain separate offline backups for added protection.
Once your minute book is converted, we'll provide you with a link to access the documents. You can also request access for your accountants, bankers, etc. Your documents will not be shared with any other person.
Although we do not store credit card or personal identification documents in corporate minute books, it's possible that your corporate information, such as the names and addresses of shareholders and directors could be accessed should a hacker breach the security systems of cloud services provider. You should also keep in mind that by law, much of this information is already accessible to the public through Alberta Corporate Registries.
We believe that storing and maintaining information in the cloud electronically is not only more convenient and cost effective, but also a much safer option than keeping physical files that can be accessed by picking a lock, breaking a window, or by a cleaning crew. Electronic storage and backup also prevents your documents from being lost due to a fire or flooding.
In our view, the chances of your data (or ours) being compromised is extremely small. You can see how Microsoft accesses and protects your information in the Cloud here: https://support.office.com/en-us/article/how-onedrive-safeguards-your-data-in-the-cloud-23c6ea94-3608-48d7-8bf0-80e142edd1e1).
Moving to a digital minute book means that we will no longer be using physical share certificates. Most large corporations transitioned away from using physical share certificates years ago due to the fact that they are difficult to track and very cumbersome to issue, however, small corporations have been slower to change.
Instead of physical share certificates, we'll be using something called "uncertificated shares". This is the method used by most large corporations (physical share certificates are not efficient and can cause problems when they are lost or misplaced). Shares will be issued and tracked using a central securities ledger kept and updated with your digital corporate minute book.
Approving this change will require a few documents to be signed, and may require new corporate by-laws. If you make the change right away, we will cover the costs of preparing these documents and updating your minute book.
We value your business, and want to make sure that you're comfortable with the transition to digital corporate minute books. If you have any questions about the process, please let us know. We'd be happy to discuss any concerns you may have.
If you ultimately decide that you don't want to make the switch, you can retain your old physical minute book, however, if you want to make the switch in the future, we will have to charge for the time required to scan your documents, prepare corporate authorizations, and to mail your physical documents to you. We will also be charging a separate rate for clients with physical minute books. This is to reflect the additional work and storage costs associated with maintaining the physical documents.
The additional charge at this time for maintaining a physical minute book is $50 per year, but we reserve the right to revisit this in the future and we may require all clients to make the switch at a later date.
One of the benefits of maintaining a digital minute book instead of a physical one is that you can control your documents. You can download your entire corporate minute book at any time.
If you decide that you no longer want to use our services, all you need to do is download a copy of your documents and provide the same to your new legal counsel. They can take care of changing the registered office and records address. Just make sure that you let us know that the change is being made so that we no longer charge you for our services.
If your new legal counsel isn't up to speed with digital documents, they can simply print out the digital documents and place them in a physical binder, or, if you've decided to maintain the originals, can create a new binder with the original documents. In our view that would be like trading in a new smartphone for a rotary one, but that's your business.