A Resolution of Sole Director is a crucial corporate governance document used in Canadian corporations where there is only one director responsible for corporate decision-making. This document type is commonly required when making significant corporate decisions, establishing corporate policies, approving transactions, or fulfilling regulatory requirements. It must comply with either federal legislation (Canada Business Corporations Act) or relevant provincial corporate laws, depending on the jurisdiction of incorporation. The resolution serves as official evidence of corporate decisions and helps protect both the director and the corporation by maintaining proper records of corporate actions. It's particularly important for small businesses, start-ups, and closely-held corporations where a single director structure is common.
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1. Title and Date: Formal title of the resolution and date of execution
2. Corporation Details: Legal name of the corporation and jurisdiction of incorporation
3. Recitals: Background information establishing the context and authority for the resolution
4. Confirmation of Sole Directorship: Statement confirming the individual's status as sole director
5. Resolutions: Clear statements of the decisions being made, each preceded by 'RESOLVED THAT'
6. Declaration of Interest: If applicable, disclosure of any personal interest in the subject matter
7. Authorization: Statement authorizing specific actions or individuals to implement the resolutions
8. Signature Block: Space for sole director's signature, name, and date of signing
1. Waiver of Notice: Used when formal notice requirements are being waived
2. Regulatory Compliance Statement: Added when resolution relates to regulatory requirements
3. Future Actions: Include when additional steps or future actions are contemplated
4. Ratification: Used when confirming or ratifying previous actions
5. Effective Date: Include when resolution is to take effect on a different date than signing
1. Schedule A - Supporting Documents: Relevant documents referenced in the resolution (e.g., contracts, certificates)
2. Schedule B - Financial Information: Financial statements or information if resolution involves financial decisions
3. Schedule C - Corporate Records: Copies of relevant corporate records or certificates
4. Appendix 1 - Forms: Any government or regulatory forms that need to be filed as a result of the resolution
Relevant legal definitions
Corporation
Sole Director
Board of Directors
Resolution
Articles of Incorporation
By-laws
Corporate Seal
Governing Law
Jurisdiction
Effective Date
Business Day
Authorized Signatory
Corporate Records
Register
Secretary
Quorum
Fiscal Year
Shareholder(s)
Officer(s)
Subsidiary
Affiliate
Material Change
Ordinary Resolution
Special Resolution
Sole Director
Board of Directors
Resolution
Articles of Incorporation
By-laws
Corporate Seal
Governing Law
Jurisdiction
Effective Date
Business Day
Authorized Signatory
Corporate Records
Register
Secretary
Quorum
Fiscal Year
Shareholder(s)
Officer(s)
Subsidiary
Affiliate
Material Change
Ordinary Resolution
Special Resolution
Clauses
Authority and Capacity
Corporate Actions
Financial Matters
Banking Arrangements
Officer Appointments
Compensation
Share Issuance
Dividend Declaration
Corporate Governance
Contract Approval
Property Transactions
Borrowing Powers
Securities Matters
Regulatory Compliance
Corporate Records
Delegation of Authority
Execution of Documents
Ratification
Implementation
Filing Requirements
Corporate Actions
Financial Matters
Banking Arrangements
Officer Appointments
Compensation
Share Issuance
Dividend Declaration
Corporate Governance
Contract Approval
Property Transactions
Borrowing Powers
Securities Matters
Regulatory Compliance
Corporate Records
Delegation of Authority
Execution of Documents
Ratification
Implementation
Filing Requirements
Relevant Industries
Professional Services
Technology
Manufacturing
Retail
Healthcare
Financial Services
Real Estate
Construction
Energy
Transportation
Agriculture
Mining
Entertainment
Education
Non-Profit
Telecommunications
Relevant Teams
Legal
Corporate Governance
Compliance
Executive Leadership
Corporate Secretariat
Board Administration
Risk Management
Administrative Support
Relevant Roles
Director
CEO
President
Company Secretary
Corporate Counsel
Legal Advisor
Compliance Officer
Board Chair
Managing Director
Executive Director
General Counsel
Corporate Governance Officer
Chief Legal Officer
Business Owner
Entrepreneur
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