Corporate Resolution To Sell (Real Estate) Template for Canada

When your corporation needs to sell real estate in Canada, you must obtain proper corporate authorization through a formal resolution process. A Corporate Resolution To Sell (Real Estate) demonstrates that your corporation has followed required governance procedures and complies with both federal and provincial legislation governing corporate asset disposal.

When do you need this document?

You need this resolution whenever your corporation plans to sell, transfer, or dispose of any real estate property. This includes selling commercial buildings, vacant land, rental properties, or corporate headquarters. The resolution is required before listing the property, entering purchase agreements, or completing the sale transaction. Title companies and real estate lawyers will request this document to verify that the sale has proper corporate approval. Additionally, you need this resolution when the property sale requires shareholder approval due to its significance to the corporation's assets or operations.

Key legal considerations

Your resolution must clearly identify the property being sold using the legal description from the title documents. It should specify the sale terms, including minimum acceptable price, payment conditions, and any special provisions. The document must designate authorized signatories who can execute sale agreements, deeds, and related documents on behalf of the corporation. You should ensure the resolution complies with your corporate bylaws regarding asset disposal and obtain necessary approvals based on the property's value. Consider including provisions for legal counsel review, title insurance requirements, and closing procedures. The resolution should also address tax implications and ensure compliance with any existing mortgages, liens, or encumbrances on the property.

Legal requirements in Canada

Under the Canada Business Corporations Act (CBCA) and provincial corporations legislation, your board of directors generally has authority to sell corporate assets in the ordinary course of business. However, significant asset sales may require shareholder approval, particularly if the sale involves substantially all of the corporation's property. Provincial Land Title Acts require proper documentation for property transfers, including evidence of corporate authorization. Your resolution must be signed by appropriate corporate officers and may require notarization or commissioner of oaths attestation. Provincial Real Property Acts govern transfer procedures and registration requirements. You must also consider Income Tax Act implications for capital gains or losses from the sale. The resolution should be recorded in corporate minutes and maintained in corporate records as required by corporate legislation.