A Company Resolution is a crucial corporate governance document used in Canadian business operations to formally document and authorize important company decisions. It can be enacted either through a meeting or written consent, and must comply with the Canada Business Corporations Act or relevant provincial legislation. This document is essential when making significant corporate decisions such as issuing shares, appointing officers, approving major transactions, changing banking arrangements, or amending company policies. The resolution must clearly state the decision being made, include all required corporate information, and be properly executed by authorized individuals. It serves both as a legal record of the decision and as evidence of proper corporate governance practices. Different types of resolutions (ordinary or special) may be required depending on the nature of the decision being made.
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1. Header: Corporate name, registration number, and jurisdiction of incorporation
2. Title of Resolution: Specifies whether it's a Directors' or Shareholders' Resolution and if it's ordinary or special
3. Date and Location: Date of the resolution and location (if from a meeting)
4. Recitals: Background information and context for why the resolution is being made, typically starting with 'WHEREAS' clauses
5. Authority: Statement confirming the authority to make the resolution under relevant corporate legislation and bylaws
6. Resolution(s): The actual decision(s) being made, typically starting with 'BE IT RESOLVED THAT'
7. Certification: Statement certifying that the resolution was duly passed, including voting results if applicable
8. Execution: Signature block for authorized signatories or chairperson
1. Notice Requirements: Required when documenting that proper notice was given for meetings
2. Quorum Statement: Required for meeting resolutions to confirm sufficient attendance for valid decision-making
3. Dissent Notes: Used when recording any formal dissenting votes or opinions
4. Conflict of Interest Declarations: Required when any director has declared a conflict regarding the matter being decided
5. Implementation Authorization: Additional clauses authorizing specific individuals to carry out the resolution's decisions
6. Effective Date: Used when the resolution takes effect on a date different from the execution date
1. Schedule A - Supporting Documents: Copies of relevant documents referenced in the resolution (e.g., contracts being approved)
2. Schedule B - Meeting Minutes: If the resolution arose from a meeting, attached minutes providing context
3. Schedule C - Voting Record: For shareholder resolutions, detailed voting results if required
4. Schedule D - Legal Opinion: If applicable, legal opinions relied upon in making the decision
5. Schedule E - Financial Statements: For resolutions involving financial matters, relevant financial documentation
Relevant legal definitions
Act
Articles
Board
Bylaws
Company
Corporation
Director
Effective Date
Meeting
Notice
Officer
Ordinary Resolution
Quorum
Registered Office
Resolution
Secretary
Special Resolution
Shareholder
Subsidiary
Voting Shares
Written Consent
Governing Documents
Authorized Signatory
Corporate Seal
Chair
Dissenting Vote
Record Date
Related Party
Articles
Board
Bylaws
Company
Corporation
Director
Effective Date
Meeting
Notice
Officer
Ordinary Resolution
Quorum
Registered Office
Resolution
Secretary
Special Resolution
Shareholder
Subsidiary
Voting Shares
Written Consent
Governing Documents
Authorized Signatory
Corporate Seal
Chair
Dissenting Vote
Record Date
Related Party
Clauses
Authority
Meeting Details
Notice Confirmation
Quorum Confirmation
Recitals
Corporate Action
Financial Authorization
Share Issuance
Officer Appointment
Director Election/Removal
Banking Arrangements
Property Transaction
Corporate Reorganization
Policy Adoption
Bylaw Amendment
Contract Approval
Dividend Declaration
Borrowing Powers
Delegation of Authority
Execution Authorization
Effective Date
Certification
Implementation
Filing Authorization
Meeting Details
Notice Confirmation
Quorum Confirmation
Recitals
Corporate Action
Financial Authorization
Share Issuance
Officer Appointment
Director Election/Removal
Banking Arrangements
Property Transaction
Corporate Reorganization
Policy Adoption
Bylaw Amendment
Contract Approval
Dividend Declaration
Borrowing Powers
Delegation of Authority
Execution Authorization
Effective Date
Certification
Implementation
Filing Authorization
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Mining
Transportation
Telecommunications
Professional Services
Construction
Agriculture
Non-Profit Organizations
Education
Relevant Teams
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Risk Management
Corporate Affairs
Company Secretariat
Administrative Services
Finance
Relevant Roles
Chief Executive Officer
Corporate Secretary
Chief Financial Officer
General Counsel
Board Director
Company Director
Legal Counsel
Compliance Officer
Corporate Governance Manager
Board Chairman
Managing Director
Executive Director
Chief Legal Officer
Company Secretary
Risk Manager
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