Unanimous Written Consent Template for Canada

A Unanimous Written Consent is a powerful corporate governance tool that allows your Canadian corporation to make binding decisions without the need for formal meetings. Under Section 140 of the Canada Business Corporations Act (CBCA), resolutions signed by all directors or shareholders entitled to vote carry the same legal weight as those passed at properly convened meetings. This document streamlines corporate decision-making while ensuring compliance with Canadian corporate law requirements.

When do you need this document?

You'll need a Unanimous Written Consent when your corporation must make decisions quickly without the delays of scheduling formal meetings. This is particularly valuable when directors or shareholders are located across different provinces or time zones, making physical meetings impractical. The document is essential for approving routine corporate matters like banking resolutions, signing authorities, or contract approvals. It's also commonly used for more significant decisions such as approving major transactions, amending corporate bylaws, or authorizing the issuance of shares. Time-sensitive opportunities often require this approach, as waiting for a formal meeting could result in missed business opportunities or regulatory deadlines.

Key legal considerations

The unanimous requirement means every single person entitled to vote must sign the document - even one missing signature invalidates the entire consent. Your document must clearly identify the corporation, include specific resolution language, and reference the appropriate corporate authority. All signatories must have the legal capacity to bind the corporation in the matter at hand. The resolutions must be within the scope of the signatories' authority and comply with your corporate bylaws and articles of incorporation. Electronic signatures are generally acceptable under the Personal Information Protection and Electronic Documents Act (PIPEDA), but you should verify this aligns with your corporate bylaws. The document creates a permanent corporate record that must be maintained in your corporate minute book as required by the CBCA.

Legal requirements in Canada

Under the Canada Business Corporations Act, your Unanimous Written Consent must meet specific formatting and content requirements. The document must clearly state that it constitutes a resolution in writing as contemplated by Section 140 of the CBCA. You must include the full legal name of the corporation, its jurisdiction of incorporation, and the date of the consent. Each resolution must be numbered and clearly worded, avoiding ambiguous language that could lead to disputes later. The signature block must include each signatory's printed name, title, and actual signature. Corporate record-keeping requirements under the Business Records Protection Act mandate that you maintain the original document in your corporate records for the prescribed retention period. Provincial corporate legislation may impose additional requirements depending on your corporation's jurisdiction of incorporation.