Directors' Resolution

A Directors' Resolution is written documentation describing an action authorized by the board of directors of a corporation. Where a Directors' meeting cannot be held, the same matters can be authorized by the Directors' resolution that is signed by all the directors.

Directors supervise the management of the corporation and make all major decisions for the corporation.

How to use this document

This Director's Resolution will allow you to choose from the different purposes for the directors' resolution, but you may also choose to create your own resolution. The resolution will provide you with wording for the following purposes:

• Change of Name of Corporation
• Acceptance of Resignation and Appointment of Director
• Acceptance of Resignation and Reduction in Number of Directors
• Appointment of new officers
• Give a business name to the corporation
• Adoption of a new by-law

You will then have to provide information accordingly.

Once the resolution is completed, it must be signed by a quorum of the directors; the quorum is usually specified in the articles of the corporation. Once signed, under certain circumstances, the resolution may need to be approved by the shareholders of the corporation. The resolution is then added to the corporate minute books of the corporation.

Applicable law

Corporations are incorporated under federal or provincial laws, which dictates the duties of a corporation's director, as well as obligations regarding corporate records.

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.