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Annual General Meeting Resolution Template for Canada

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Annual General Meeting Resolution

I need an Annual General Meeting Resolution for a Canadian technology startup to approve our financial statements, elect three new board members, and authorize a new stock option plan for employees, with the meeting scheduled for March 15, 2025.

What is a Annual General Meeting Resolution?

An Annual General Meeting Resolution is a crucial corporate governance document required under Canadian law to formally record decisions made at a company's annual general meeting. This document is mandatory for all incorporated companies in Canada and must be prepared in compliance with either federal (CBCA) or provincial corporate legislation. It becomes necessary whenever a company holds its annual general meeting, typically within 15 months of the previous AGM and no later than 6 months after the company's financial year-end. The resolution document includes essential information such as meeting details, attendance records, voting results, and formal certifications of passed resolutions. It serves as legal evidence of corporate decisions and is often required by regulatory bodies, financial institutions, and other stakeholders for various corporate transactions.

What sections should be included in a Annual General Meeting Resolution?

1. Title and Corporate Information: Formal title of the document, full legal name of the corporation, and corporation number

2. Meeting Details: Date, time, location of the meeting, and confirmation of proper notice given

3. Attendance and Quorum: Record of shareholders present or represented, confirmation of quorum requirements met

4. Preamble: Standard recitals confirming the meeting was duly constituted and proper procedures were followed

5. Resolutions: The actual resolutions voted upon, clearly numbered and stated

6. Voting Results: Record of votes cast for each resolution (for, against, abstentions)

7. Certification: Formal certification by the appropriate corporate officer(s) that the resolutions were duly passed

8. Signature Block: Space for required signatures with names and titles of signing officers

What sections are optional to include in a Annual General Meeting Resolution?

1. Chairman's Declaration: Optional declaration by the meeting chairman confirming proper conduct of the meeting, used in more formal or contentious situations

2. Dissenting Votes: Detailed record of any dissenting votes and shareholders, included when there are significant opposing votes

3. Scrutineer's Report: Required when scrutineers are appointed for complex voting matters or contested resolutions

4. Related Party Disclosures: Required when resolutions involve related party transactions or conflicts of interest

What schedules should be included in a Annual General Meeting Resolution?

1. Schedule A - Voting Summary: Detailed breakdown of votes cast, including proxy votes and voting percentages

2. Schedule B - Notice of Meeting: Copy of the notice of meeting sent to shareholders

3. Schedule C - Scrutineer's Detailed Report: Detailed voting analysis and verification when scrutineers are appointed

4. Appendix 1 - Supporting Documents: Any relevant supporting documents referenced in the resolutions

5. Appendix 2 - Proxy Forms: Copies of proxy forms received for the meeting

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Financial Services

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Relevant Roles

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General Counsel

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