These Terms govern the services provided by Minuted Corporate Records ("Minuted", "we"), a British Columbia business, to the company identified at signup ("the Company", "you"). You accept these Terms by completing signup and payment.
1. What Minuted is — and is not
- Minuted provides corporate records, registered office, records office, and filing-agent services on the plan you select. Documents we prepare are generated from established standard-form templates based on information you provide.
- Minuted's subscription services are not legal services. No solicitor-client relationship is created by these Terms, by any plan, or by any communication with Minuted personnel — including communications with personnel who are lawyers. We do not review your circumstances for legal issues, and nothing we provide is legal advice.
- Minuted is operated by a practicing member of the Law Society of British Columbia. Legal services are available only under a separate written retainer with the operator's law practice (see s. 9). Until such a retainer is signed, no legal engagement exists.
2. Services by plan
- All plans: registered office address in British Columbia (for BC companies, also the records office); digital minute book; opening minute book prepared on standard templates within the first year of the plan; transparency register (or, for federal companies, the individuals-with-significant-control register) prepared and kept current from the information you provide; same-day scanning and email delivery of documents served; compliance calendar and reminders; annual filings prepared and filed (government fees at cost) — for BC companies the annual report; for federal (CBCA) companies the Corporations Canada annual return, the associated individuals-with-significant-control filing, and the BC extraprovincial annual report. Where a director elects to use Minuted's address as the director's address on the public registry, that is included.
- Federal companies: Minuted acts as registered office only where the Company's articles name British Columbia as the province of the registered office. Extraprovincial registration in provinces other than BC is out of scope unless separately agreed.
- Full Compliance adds: annual consent resolutions in lieu of AGM (standard template); two register updates and two certified copies per year; and one dividend resolution per year (standard template).
- Anything not listed in your plan is out of scope unless separately agreed in writing. One or two small extra items in a year are done without charge; work materially beyond the plan is billed at $150 per hour plus tax, agreed with you before it starts.
3. Your obligations
- Provide complete, accurate, and timely information — including, without limitation, information required for the transparency register under Part 4.1 of the Business Corporations Act (BC), and prompt notice (within 7 days) of changes to directors, shareholders, addresses, or significant individuals.
- Keep a current forwarding email and mailing address on file with us at all times, and confirm annual filings when we request confirmation. If you are unresponsive after three reminders across two channels, s. 5.3 applies.
- Keep your account in good standing (s. 7).
4. Registered and records office
- The Company's registered and records office will be Minuted's published business address, as set out in the Company's registry filings. Records are maintained electronically and produced for inspection at that address by appointment during statutory business hours, as permitted by the Act.
- We will accept and scan records and documents served on the Company and deliver them to your designated email the same business day. Letter mail addressed to the Company (for example from the CRA, a bank or a supplier) is scanned and emailed on the same basis, and registered or signature-required letters are accepted. We do not accept packages or parcels, and we do not deposit cheques. Original paper documents are retained and available for pickup by arrangement, or forwarded on request at $35 plus tax per shipment on a courier label you supply. If the volume of mail is well beyond what a corporate address ordinarily receives, we will tell you and agree a fee before continuing.
- On request by a person with a statutory right of inspection, we will provide access as the Act requires and notify you.
5. Filings and deadlines
- Provided your account is in good standing and you have confirmed the required information, we will prepare and submit your annual report within the statutory window each year.
- Our deadline-tracking runs on redundant systems; however, timely filing also depends on you (s. 3).
- If you do not respond to our reminders, we may file the annual report based on the most recent information on record, or, where filing without confirmation would be improper, decline to file and notify you in writing that the filing has not been made. We are not liable for consequences of your non-response.
- Government fees are charged at cost with no markup.
6. Liability
- Our total aggregate liability under these Terms in any 12-month period is capped at the fees you paid for that period, except where the loss results from our fraud or wilful misconduct, or where such a cap is not permitted by law.
- We are not liable for indirect or consequential loss, or for consequences of inaccurate or late information provided by you.
7. Fees, term, renewal
- Plans are annual, payable in advance, plus applicable taxes (GST and PST). Plans renew automatically each year at the then-current published price; we will give at least 30 days' notice of any price change before renewal. You may cancel renewal any time before it occurs.
- If payment fails or is overdue more than 30 days, the account is not in good standing: portal access may be suspended and s. 5.1 no longer applies. We will not resign as registered/records office without the notice in s. 8.
- Fixed-fee services outside the plans, plus tax: Minute Book Rescue $299; company restoration $699 plus government fees (legal work, s. 9); forwarding of original mail $35 per shipment on your courier label; BC extraprovincial registration for a federal corporation — included in the Full Compliance plan, $99 on the Records Office plan, plus the government fee ($350) at cost. Government fees are always at cost.
8. Termination and transfer-out
- Either party may terminate effective at the end of the current annual term, or earlier by agreement. We may resign as registered and records office on 60 days' written notice.
- On termination we will: provide you a complete electronic copy of your minute book at no charge; cooperate in the change-of-office filing to your new provider; and continue to accept service until the change-of-address filing takes effect. No exit fees.
9. Legal services
- If you request legal advice or your matter requires it, we will tell you so, and the work will be offered — at your option — under a separate written retainer with the operator's law practice, subject to a conflicts check, with its own flat-quoted fee. You are free to retain any other lawyer.
- Fees paid to Minuted are not fees for legal services; no funds are held in trust by Minuted.
10. Privacy and data
- We comply with the Personal Information Protection Act (BC). Client records are encrypted in transit and stored with reputable service providers.
- Transparency register information is access-restricted in accordance with the Act.
- We will notify you without undue delay of any privacy breach affecting your data.
11. General
- These Terms are governed by the laws of British Columbia. Exclusive jurisdiction: courts of British Columbia.
- We may amend these Terms on 30 days' notice; amendments apply from your next renewal unless required earlier by law.
- Entire agreement: these Terms + your signup order + the published fee schedule.
Questions about these Terms: hello@minuted.ca