The Corporate Resolution Document is a fundamental governance tool used by Canadian corporations to document and formalize important business decisions. This document type is required under Canadian corporate law, including the Canada Business Corporations Act (CBCA) and provincial corporate statutes, whenever significant corporate actions need to be authorized and documented. It serves multiple purposes: providing evidence of corporate authority, demonstrating compliance with legal requirements, facilitating business transactions, and maintaining corporate records. Corporate resolutions may be required for various actions such as opening bank accounts, authorizing contracts, appointing officers, issuing shares, or approving major business transactions. The document must be properly executed and maintained in the corporation's records as per Canadian legal requirements.
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1. Header and Date: Corporate name, document type identification, and date of the resolution
2. Type of Resolution: Specifies whether it's a Directors' Resolution, Shareholders' Resolution, or Unanimous Written Resolution
3. Recitals: Background information explaining why the resolution is necessary, typically beginning with 'WHEREAS' clauses
4. Authority Statement: Reference to the relevant corporate authority and governing documents that permit the resolution
5. Quorum Confirmation: Statement confirming that the required quorum was present for the decision
6. Resolution Statement: The actual decision(s) being made, typically beginning with 'BE IT RESOLVED THAT'
7. Certification: Statement certifying that the resolution was duly passed
8. Execution: Signature blocks for required signatories with titles and dates
1. Notice Waiver: Required when normal notice requirements for meetings have been waived by all entitled parties
2. Conflict of Interest Disclosure: Needed when any director has declared a conflict of interest in the matter being resolved
3. Dissent Notes: Used when any director wishes to record their dissent to the resolution
4. Special Conditions: Any special conditions or requirements that must be met for the resolution to take effect
5. Implementation Instructions: Specific instructions for carrying out the resolution's requirements
6. Ratification of Prior Acts: When the resolution confirms or ratifies previously taken actions
1. Schedule A - Supporting Documentation: Any relevant documents referenced in the resolution (e.g., contracts, agreements, reports)
2. Schedule B - Corporate Information: Relevant corporate details, such as shareholding information or corporate structure
3. Schedule C - Meeting Minutes: If the resolution was passed at a meeting, the minutes may be attached
4. Schedule D - Legal Opinions: Any legal opinions or professional advice relied upon in making the resolution
5. Schedule E - Financial Information: Any financial statements or reports relevant to the resolution
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