The Change of Directors Resolution is a crucial corporate governance document used when there are modifications to a corporation's board composition. This document is required under Canadian corporate law (federal or provincial) whenever directors are appointed, resign, or are removed from their positions. It serves as official evidence of the change in corporate leadership and forms part of the corporation's official records. The resolution must be properly executed and filed with appropriate regulatory authorities, typically within 15 days of the change in federal jurisdictions. It contains specific details about incoming and outgoing directors, confirmation of their qualifications, and authorization for necessary regulatory filings. This document is essential for maintaining corporate compliance and ensuring proper documentation of leadership transitions.
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1. Corporation Identification: Full legal name of the corporation, registration number, and registered office address
2. Meeting Details: Date, time, location, and type of meeting (board or shareholders)
3. Attendance and Quorum: List of attendees and confirmation that quorum requirements were met
4. Current Directors: List of all current directors before the proposed changes
5. Resolutions: The formal resolutions regarding the resignation, removal, and/or appointment of directors
6. Effective Date: Specification of when the director changes take effect
7. Authorization: Statement authorizing filing of necessary notices with regulatory authorities
8. Certification: Certification by the appropriate corporate officer that the resolution was duly passed
1. Resignation Letters Reference: Reference to attached resignation letters when directors are resigning
2. Consent to Act: Reference to new directors' written consent when new directors are being appointed
3. Corporate Seal: Space for corporate seal if required by articles or bylaws
4. Shareholder Approval: Required when shareholders must approve director changes as per articles or bylaws
5. Director Qualifications: Confirmation that new directors meet qualification requirements when appointing new directors
6. Related Party Disclosure: Required for public companies when new directors have related party relationships
1. Schedule A - Resignation Letter(s): Copies of formal resignation letters from departing directors
2. Schedule B - Consent to Act: Written consent forms signed by newly appointed directors
3. Schedule C - Director Information: Required personal information for new directors for regulatory filings
4. Schedule D - Director Qualification Statements: Signed statements confirming eligibility and qualification of new directors
Relevant legal definitions
Clauses
Corporate Identity
Meeting Details
Quorum Confirmation
Current Board Composition
Director Resignation
Director Removal
Director Appointment
Effective Date
Qualification Confirmation
Regulatory Filing Authorization
Record Update Authorization
Banking Resolution
Officer Authorization
Certification
Execution
Meeting Details
Quorum Confirmation
Current Board Composition
Director Resignation
Director Removal
Director Appointment
Effective Date
Qualification Confirmation
Regulatory Filing Authorization
Record Update Authorization
Banking Resolution
Officer Authorization
Certification
Execution
Relevant Industries
Financial Services
Technology
Manufacturing
Retail
Healthcare
Energy
Real Estate
Transportation
Professional Services
Education
Non-Profit
Mining
Agriculture
Construction
Telecommunications
Relevant Teams
Legal
Corporate Governance
Compliance
Board Administration
Corporate Secretariat
Regulatory Affairs
Executive Office
Administrative Services
Relevant Roles
Chief Executive Officer
Corporate Secretary
General Counsel
Legal Counsel
Board Chairman
Director
Company Secretary
Compliance Officer
Corporate Governance Officer
Chief Legal Officer
Board Administrator
Corporate Records Manager
Legal Administrator
Regulatory Compliance Manager
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