An Amended Corporate Resolution is essential when a corporation needs to modify previously approved corporate decisions or policies. This document type is commonly used in Canadian corporate governance when circumstances require changes to existing resolutions, such as updates to banking authorities, officer appointments, or corporate policies. The resolution must comply with both federal legislation (primarily the Canada Business Corporations Act) and applicable provincial corporate laws. It serves as an official record of the corporation's decision to amend a previous resolution and typically requires approval from the board of directors or, in some cases, shareholders. The document must be properly executed and maintained in the corporation's minute book, with copies potentially required for third parties affected by the changes (such as banks or regulatory bodies).
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1. Title and Corporation Identification: Full legal name of the corporation, incorporation number, and registered office address
2. Date and Meeting Details: Date of the resolution and whether it was passed at a board meeting or by written resolution
3. Recitals: Background information including reference to the original resolution being amended and reason for amendment
4. Original Resolution Reference: Clear identification and citation of the original resolution being amended, including its date and purpose
5. Amendment Details: Specific details of the amendments being made, clearly showing what is being changed from the original resolution
6. Resolution Statement: Formal statement of the resolution using appropriate corporate language (BE IT RESOLVED THAT...)
7. Effect of Amendment: Statement clarifying that all other provisions of the original resolution remain in full force and effect
8. Authorization: Statement authorizing specific officers to take necessary actions to implement the amendment
9. Certification: Certification by authorized officer or director that the resolution was duly passed
1. Quorum Confirmation: Confirmation of meeting quorum - required if passed at a meeting rather than by written resolution
2. Shareholder Approval: Required if the amendment needs shareholder approval under corporate bylaws or legislation
3. Regulatory Compliance: Statements regarding compliance with specific regulations - needed if amendments affect regulated matters
4. Banking Resolution: Required if the amendment affects banking arrangements or signing authorities
5. Share Structure Changes: Required if the amendment involves changes to share structure or share rights
6. Officer Appointment Details: Required if the amendment involves changes to officer appointments or duties
1. Schedule A - Original Resolution: Copy of the original resolution being amended
2. Schedule B - Blackline Comparison: Comparison showing the changes between original and amended resolution
3. Schedule C - Supporting Documents: Any supporting documentation referenced in the amendment
4. Appendix 1 - Shareholder Consent: Written consent from shareholders if required
5. Appendix 2 - Legal Opinion: Legal opinion confirming validity of amendment if required for significant changes
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