A Board Resolution To Transfer Shares is a fundamental corporate governance document required under Canadian law whenever shares are transferred between parties in a corporation. This document is essential for maintaining proper corporate records and ensuring compliance with the Canada Business Corporations Act (CBCA) and provincial corporate legislation. It is typically used when a shareholder wishes to sell or transfer their shares to another party, during corporate restructuring, or as part of succession planning. The resolution must include specific details about the transfer, such as the number and class of shares, parties involved, and any conditions attached to the transfer. It serves as evidence that the board has properly approved the transfer and that all corporate governance requirements have been met. The document is particularly important for private corporations where share transfers often require board approval and may be subject to restrictions in the company's articles or shareholders' agreement.
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1. Title and Date: Formal title of the resolution and date of the meeting
2. Company Information: Full legal name of the corporation, registration number, and registered office address
3. Meeting Details: Confirmation of proper notice, quorum, and meeting validity
4. Directors Present: List of directors in attendance and confirmation of quorum
5. Chairperson: Identification of the meeting's chairperson
6. Background: Brief context explaining the reason for the share transfer
7. Transfer Details: Specific details of the share transfer including number of shares, class, transferor, and transferee
8. Resolution Statement: The formal resolution language approving the transfer
9. Authorization: Authorization for officers to execute necessary documents
10. Certification: Secretary's certification of the resolution's accuracy
1. Waiver of Notice: Required if proper notice period wasn't given but all directors consent
2. Special Conditions: Include when transfer is subject to specific conditions or restrictions
3. Share Certificate Cancellation: Required when existing physical share certificates need to be cancelled
4. New Share Certificate Issuance: Include when new share certificates need to be issued
5. Right of First Refusal Waiver: Required if other shareholders had ROFR rights that are being waived
6. Regulatory Compliance: Include when transfer requires specific regulatory approvals or notifications
1. Schedule A - Share Transfer Details: Detailed breakdown of shares being transferred, including share numbers, certificate numbers, and consideration
2. Schedule B - Transferor Information: Complete details of the transferring shareholder(s)
3. Schedule C - Transferee Information: Complete details of the receiving shareholder(s)
4. Appendix 1 - Share Certificate: Copy of existing share certificate(s) to be cancelled
5. Appendix 2 - Transfer Form: Completed share transfer form
6. Appendix 3 - Corporate Search: Recent corporate search confirming current share structure
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