Resolution of Shareholders

A Shareholders' Resolution is a written document that describes the actions taken by the shareholders (or stockholders) of a corporation. The document highlights formal decisions made by shareholders. There are two types of resolutions:

• Ordinary Resolutions: this means the shareholders have voted on an issue where at least a majority (50%) of the votes were in favour;
• Special Resolutions: this means the shareholders have voted on an issue where two-thirds majority (67%) of the votes were in favour.

Special resolutions are primarily needed for significant corporate changes. To see the changes that qualify as significant, applicable corporate law should be reviewed. For example, this document will allow shareholders to dissolve the corporation, which is considered a significant change. As a result, a Special Resolution will be pre-populated.

Shareholders ultimately control the corporation through their ownership of shares with voting rights, and they have the power to vote for the election and dismissal of the board of directors, and the power to review and approve the corporation's financial statements, among other things.

How to use this document

This Shareholders' Resolution will allow you to select from several options, but you may also choose to create your own resolution. The following resolutions will be provided:

• 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 (also known as an operating name)
• Adoption of a new by-law
• Dissolution of the Corporation

This document should be filled out and signed by the shareholder(s) of the corporation to effect one or more of the above changes. The resolution may need to be delivered to the appropriate government authorities. For example, if the shareholder(s) are dissolving the corporation, a copy of the dissolution resolution will be delivered to Canada Revenue Agency (CRA). Once the document is filled out and signed, place it in the corporation's minute book (either print and put it in the physical binder or save a PDF to the electronic minute book).

Applicable law

Corporations are incorporated under federal or provincial laws, which dictates the rights and duties of a corporation's shareholders, as well as obligations regarding corporate records. Each statute is similar in nature. For example, an Ontario-based corporation must follow the Business Corporations Act, R.S.O. 1990, c. B.16.

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.