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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:
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:
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).
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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