Company Resolution Form for Canada

Company Resolution Form Template for Canada

A Company Resolution Form is a formal document used under Canadian corporate law to record and authenticate decisions made by a corporation's governing body, whether it's the board of directors or shareholders. This document serves as an official record of corporate decisions and actions, complying with requirements set forth in the Canada Business Corporations Act (CBCA) or relevant provincial corporation laws. It captures essential details including the nature of the decision, voting results, and necessary authorizations, while providing a legally binding record that can be used for corporate governance, regulatory compliance, and business operations.

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What is a Company Resolution Form?

The Company Resolution Form is a crucial corporate governance document used across Canadian jurisdictions to formally document and implement decisions made by a corporation's governing bodies. It is required under both federal legislation (Canada Business Corporations Act) and provincial corporate statutes, serving as evidence of properly authorized corporate actions. This document is essential when corporations need to make significant decisions such as issuing shares, appointing officers, approving financial statements, entering into major contracts, or making changes to corporate structure. The resolution must include specific details about the meeting where the decision was made, the exact nature of the decision, and proper authorization through signatures of designated officers. It forms part of the corporation's official records and may be required by third parties such as banks, regulatory authorities, or business partners as proof of corporate authorization.

What sections should be included in a Company Resolution Form?

1. Company Identification: Legal name of the corporation, registration number, and registered office address

2. Meeting Details: Type of meeting (Board/Shareholder), date, time, location, and whether it's regular or special

3. Attendance and Quorum: List of present directors/shareholders and confirmation of quorum requirements being met

4. Chairperson and Secretary: Identification of the meeting's chairperson and secretary

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

6. Resolution Text: The formal 'RESOLVED THAT' statements detailing the decisions being made

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

8. Execution: Signature blocks for required signatories with dates

What sections are optional to include in a Company Resolution Form?

1. Recitals: Background information explaining the context and reasons for the resolution, used when additional context is needed

2. Voting Results: Detailed breakdown of votes when required for contentious matters or regulatory compliance

3. Dissent: Record of any dissenting votes or abstentions, included when there isn't unanimous approval

4. Conflict of Interest Declarations: Declarations of any conflicts of interest and handling thereof, required when relevant

5. Implementation Instructions: Specific directions for carrying out the resolution, included for complex matters

6. Effective Date: Specific clause about when the resolution takes effect, if different from the date of passing

What schedules should be included in a Company Resolution Form?

1. Schedule A - Supporting Documents: Copies of relevant documents referenced in the resolution (e.g., contracts, agreements)

2. Schedule B - Financial Information: Relevant financial statements or reports when resolution involves financial matters

3. Schedule C - Corporate Records: Copies of relevant corporate records or filings referenced in the resolution

4. Appendix 1 - Notice of Meeting: Copy of the notice sent for the meeting

5. Appendix 2 - Attendance List: Detailed list of all attendees including their capacities when meeting involves multiple parties

6. Appendix 3 - Powers of Attorney: Copies of any powers of attorney or delegation of authority documents

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

Healthcare

Real Estate

Retail

Energy

Mining

Transportation

Professional Services

Construction

Agriculture

Telecommunications

Education

Non-Profit

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board Administration

Compliance

Corporate Secretariat

Risk Management

Administrative Services

Finance

Investor Relations

Relevant Roles

Corporate Secretary

Chief Executive Officer

Board Chairman

Chief Financial Officer

Legal Counsel

Compliance Officer

Board Director

Corporate Governance Officer

Managing Director

Company President

Chief Legal Officer

Executive Director

Board Administrator

Corporate Records Manager

Governance Specialist

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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