Board Resolution Approving Financial Statements for Canada

Board Resolution Approving Financial Statements Template for Canada

A formal corporate document used in Canadian jurisdictions that records the board of directors' approval of a company's financial statements. This resolution complies with requirements under the Canada Business Corporations Act (CBCA) and relevant provincial legislation, documenting the board's review and approval of financial statements, typically including balance sheets, income statements, cash flow statements, and accompanying notes. The document serves as official evidence of the board's exercise of its fiduciary duties in reviewing and approving the company's financial position and performance.

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What is a Board Resolution Approving Financial Statements?

The Board Resolution Approving Financial Statements is a crucial corporate governance document required under Canadian law, specifically the Canada Business Corporations Act (CBCA) and provincial corporate statutes. This resolution is typically prepared annually following the completion of the company's financial statements and, where applicable, their audit. It documents the board's fulfillment of its statutory duties to review and approve financial statements before their presentation to shareholders or regulatory bodies. The resolution should record the meeting details, confirm proper review procedures were followed, and include the formal approval of the financial statements. It may also address related matters such as dividend declarations or the approval of auditor reports. This document is essential for maintaining proper corporate records and demonstrating compliance with directors' fiduciary duties.

What sections should be included in a Board Resolution Approving Financial Statements?

1. Header: Corporate name, date, time, and location of the meeting

2. Attendance: List of directors present and absent, noting whether attendance is in person or by electronic means

3. Quorum: Confirmation that a quorum of directors is present as required by the bylaws

4. Chair and Secretary: Appointment or confirmation of the meeting's chair and secretary

5. Notice: Confirmation that proper notice was given or waived by all directors

6. Financial Statements Presentation: Statement that the financial statements were presented to the board for review

7. Review Declaration: Declaration that the board has reviewed and considered the financial statements

8. Resolution: Formal resolution approving the financial statements

9. Certification: Statement certifying that the resolution was duly passed

10. Signatures: Space for required signatures (typically Chair and/or Secretary)

What sections are optional to include in a Board Resolution Approving Financial Statements?

1. Additional Corporate Actions: Any related corporate actions requiring approval alongside the financial statements

2. Audit Committee Report: Include when there is an audit committee that has reviewed the statements prior to board approval

3. Management Discussion: Summary of management's presentation of the financial results, if presented at the meeting

4. Delegation of Authority: Authorization for specific officers to execute additional documents or make required filings

5. Special Business: Any other business conducted at the same meeting

6. Dissent: Record of any directors' dissenting opinions or votes, if applicable

What schedules should be included in a Board Resolution Approving Financial Statements?

1. Schedule A - Financial Statements: The complete set of financial statements being approved

2. Schedule B - Auditor's Report: The independent auditor's report, if applicable

3. Schedule C - Management Report: Management's analysis and discussion of the financial statements, if prepared

4. Schedule D - Audit Committee Report: Written report from the audit committee, if applicable

5. Schedule E - Subsidiary Financial Statements: Financial statements of subsidiary companies, if relevant

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Energy

Mining

Real Estate

Transportation

Telecommunications

Professional Services

Consumer Goods

Non-Profit Organizations

Education

Agriculture

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Executive Leadership

Audit

Treasury

Risk Management

Corporate Secretariat

Board Administration

Relevant Roles

Board Director

Corporate Secretary

Chief Financial Officer

Chief Executive Officer

Financial Controller

Compliance Officer

Legal Counsel

External Auditor

Board Chair

Audit Committee Chair

Company President

Treasury Manager

Corporate Governance Officer

Risk Management Officer

Director of Finance

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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