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Resolution of Shareholders

Last revision Last revision 02/04/2024
Formats FormatsWord and PDF
Size Size1 page
5 - 1 vote
Fill out the template

Last revisionLast revision: 02/04/2024

FormatsAvailable formats: Word and PDF

SizeSize: 1 page

Rating: 5 - 1 vote

Fill out the template

A Shareholders' Resolution is a written document that describes the actions taken by the shareholders of a corporation.

The document highlights formal decisions made by shareholders and proves that the action taken by the shareholders on behalf of the corporation was approved.

There are two types of resolutions:

  • Ordinary Resolutions: this means the shareholders have voted on an issue where at least a majority (over 50%) of the votes were in favour. Changes that can be made with an ordinary resolution include amending by-laws;
  • 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.

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.

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