The Minutes Of First Board Meeting After Incorporation is a crucial corporate document that must be prepared immediately following the incorporation of a company in Canada. This document is legally required under Canadian corporate law and serves as evidence that the corporation has properly established its governance structure and made all necessary initial corporate decisions. It captures fundamental resolutions about share issuance, officer appointments, banking arrangements, and adoption of by-laws. The minutes form part of the corporate record book and may be required by banks, regulatory authorities, or potential investors as evidence of proper corporate formation and governance. This document is typically prepared with the assistance of legal counsel to ensure compliance with all applicable corporate law requirements.
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1. Meeting Details: Date, time, location, and type of meeting
2. Attendance: List of directors present, absent, and others in attendance
3. Chairperson and Secretary: Appointment of meeting chairperson and secretary
4. Notice and Quorum: Confirmation of proper notice and quorum requirements
5. Incorporation: Acknowledgment of corporation's formation and filing of articles
6. Share Issuance: Authorization and terms of initial share issuance
7. Officer Appointments: Appointment of initial corporate officers
8. Registered Office: Confirmation of registered office address
9. Banking Resolution: Designation of official banking institution and signing authorities
10. Fiscal Year End: Determination of corporate fiscal year end
11. Appointment of Auditors: Appointment or waiver of appointment of auditors
12. By-Law Adoption: Adoption of corporate by-laws
13. Adjournment: Time of meeting conclusion and signature block
1. Share Certificates: Authorization of form of share certificates, if physical certificates will be issued
2. Corporate Seal: Adoption of corporate seal, if the corporation chooses to have one
3. Additional Appointments: Appointment of legal counsel, accountants, or other professional advisors
4. Stock Option Plan: Adoption of stock option plan if immediately required
5. Corporate Policies: Adoption of initial corporate policies if immediately required
6. Subsidiaries: Formation or authorization of subsidiaries if required
7. Insurance: Authorization to obtain directors' and officers' insurance
8. Additional Registrations: Authorization for extra-provincial registrations if needed
1. Schedule A - By-Laws: Copy of corporate by-laws adopted at the meeting
2. Schedule B - Banking Resolution: Detailed banking resolution including authorized signatories
3. Schedule C - Share Subscriptions: List of initial share subscribers and share quantities
4. Schedule D - Officer Appointments: Details of officer positions and appointees
5. Schedule E - Resolutions: Full text of all resolutions passed at the meeting
6. Schedule F - Consents: Written consents of directors and officers to act
7. Schedule G - Professional Appointments: Details of appointed professional advisors
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