A Board Resolution For Cancellation Of Shares is a crucial corporate governance document used when a Canadian corporation needs to formally cancel outstanding shares of its capital stock. This document is required in various scenarios, including share buybacks, capital reorganizations, or compliance with regulatory requirements. It must comply with Canadian federal or provincial corporate law, depending on the jurisdiction of incorporation, and may require additional approvals from securities regulators or stock exchanges for public companies. The resolution typically includes detailed information about the shares being cancelled, the legal authority for the cancellation, implementation procedures, and necessary authorizations for corporate officers. This document is particularly important as it forms part of the corporation's official records and may be required for regulatory filings, tax purposes, or future corporate transactions.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Corporation Details: Full legal name and registration number of the corporation
3. Recitals: Background information establishing the context and authority for the share cancellation
4. Quorum and Attendance: Confirmation of meeting quorum and list of directors present
5. Background: Details of the shares to be cancelled, including class, number, and current ownership
6. Authority: Reference to relevant provisions of articles, by-laws, and applicable legislation
7. Resolutions: Specific decisions approved by the board regarding the share cancellation
8. Implementation: Authorization for officers to take necessary actions to implement the resolution
9. Certification: Signature block for corporate secretary or authorized officer to certify the resolution
1. Regulatory Compliance: Required when cancellation needs specific regulatory approvals or filings
2. Consideration: Required when payment or consideration is being provided for the cancelled shares
3. Tax Implications: Include when specific tax considerations need to be acknowledged
4. Related Transactions: Required when share cancellation is part of a larger corporate transaction
5. Stock Exchange Requirements: Include for listed companies requiring exchange approval
6. Shareholder Approval: Required when shareholder approval is necessary for the cancellation
1. Schedule A - Share Details: Detailed description of shares to be cancelled including certificate numbers
2. Schedule B - Shareholder Information: List of affected shareholders and their holdings
3. Appendix 1 - Legal Opinion: Legal opinion confirming authority for share cancellation, if required
4. Appendix 2 - Valuation Report: Independent valuation of shares, if consideration is being paid
5. Appendix 3 - Regulatory Approvals: Copies of any required regulatory or exchange approvals
Relevant legal definitions
Clauses
Authority and Powers
Meeting Details
Share Identification
Cancellation Terms
Consideration
Implementation Authority
Regulatory Compliance
Stock Exchange Requirements
Tax Matters
Record Keeping
Officer Authorization
Corporate Seal
Filing Requirements
Notice Requirements
Certification
Further Assurances
Meeting Details
Share Identification
Cancellation Terms
Consideration
Implementation Authority
Regulatory Compliance
Stock Exchange Requirements
Tax Matters
Record Keeping
Officer Authorization
Corporate Seal
Filing Requirements
Notice Requirements
Certification
Further Assurances
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Mining
Energy
Telecommunications
Healthcare
Retail
Professional Services
Transportation
Agriculture
Construction
Entertainment
Relevant Teams
Legal
Corporate Secretariat
Finance
Treasury
Compliance
Corporate Governance
Executive Office
Investor Relations
Administrative
Risk Management
Relevant Roles
Chief Executive Officer
Corporate Secretary
Chief Financial Officer
General Counsel
Legal Director
Board Chairman
Director of Corporate Affairs
Compliance Officer
Corporate Governance Officer
Treasury Manager
Company Director
Chief Legal Officer
Board Administrator
Corporate Records Manager
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