The Directors Resolution to Issue Shares is a crucial corporate document used when a Canadian corporation needs to increase its issued share capital. This resolution is required under the Canada Business Corporations Act and provincial corporate laws when companies wish to issue new shares to existing or new shareholders. The document is typically used during capital raising activities, employee stock options issuance, stock splits, or when bringing in new investors. It must include specific details about the share issuance, such as share class, number of shares, price per share, and subscriber information. The resolution serves multiple purposes: it documents board approval, ensures compliance with corporate governance requirements, and creates a formal record for regulatory and audit purposes. This document is particularly important as it represents the exercise of the board's authority in managing the corporation's capital structure and must align with the company's articles of incorporation and bylaws.
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1. Corporate Identification: Full legal name of the corporation, registration number, and registered office address
2. Meeting Details: Date, time, and location/manner of the directors' meeting or written resolution
3. Attendance and Quorum: List of directors present/participating and confirmation of quorum
4. Recitals: Background information including reference to relevant authority in Articles, Bylaws, and applicable legislation
5. Share Issuance Details: Specific details of shares being issued including class, number, price per share, and total consideration
6. Subscriber Information: Full legal name and address of each subscriber and number of shares subscribed for
7. Payment Confirmation: Confirmation of receipt or terms of payment for the shares
8. Authorization: Formal resolution language authorizing the share issuance
9. Implementation Authority: Authorization for officers to execute necessary documents and take required actions
10. Signature Block: Space for director signatures or confirmation of approval
1. Share Transfer Restrictions: Include when there are specific restrictions on the transfer of the newly issued shares
2. Special Conditions: Include when shares are being issued subject to specific conditions or requirements
3. Pre-emptive Rights Waiver: Include when existing shareholders have pre-emptive rights that need to be addressed
4. Regulatory Compliance: Include when the issuance requires specific regulatory exemptions or compliance statements
5. Related Party Disclosure: Include when shares are being issued to related parties requiring specific disclosures
6. Share Certificate Instructions: Include when specific instructions for share certificates are needed
1. Schedule A - Share Allocation Details: Detailed breakdown of share allocation including subscriber names, share numbers, and consideration
2. Schedule B - Form of Share Certificate: Template or copy of the share certificate to be issued
3. Schedule C - Subscription Agreement: Copy of the subscription agreement(s) referenced in the resolution
4. Schedule D - Shareholder Rights: Details of any special rights or restrictions attached to the shares being issued
5. Schedule E - Corporate Authority: Relevant excerpts from Articles of Incorporation or Bylaws authorizing the share issuance
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