One-Person Corporation: Minutes When You’re the Only Director and Shareholder

One person can fill every role

• Director: one is enough for a private corporation under the federal Canadian statute (CBCA s. 102(2)), Ontario (s. 115(2)), British Columbia (s. 120), Alberta (s. 101(2)), Quebec (s. 106), Delaware (s. 141(b)) and the Model Act (s. 8.03).
• Officers: one person may hold every office, such as president and secretary, under the CBCA (s. 121(c)), Ontario (s. 133(c)), British Columbia (s. 141(2)(b)), Alberta (s. 121(c)), Delaware (s. 142(a)) and the Model Act (s. 8.40(d)). Quebec’s statute lets the board appoint directors as officers but doesn’t address one person holding several offices.
• Residency: only the federal statute still requires resident Canadian directors. A CBCA corporation with fewer than four directors needs at least one resident Canadian (s. 105(3)), so a sole director must be one. Ontario repealed its rule in 2021. Alberta repealed its rule and now requires a resident Albertan agent for service (s. 20.1). British Columbia, Quebec, Delaware and the Model Act have no residency rule for directors.

Sign written resolutions instead of holding meetings

A sole director can be a meeting of the board on their own (CBCA s. 114(8); Ontario s. 126(12); British Columbia s. 140(4); Alberta s. 114(8)), and a sole shareholder can be a shareholders’ meeting (CBCA s. 139(4); Ontario s. 101(4); British Columbia s. 172(3); Alberta s. 139(4); Quebec s. 177). In practice, a meeting of one person is just a document, so most owners sign written resolutions instead. The statutes treat a written resolution signed by everyone entitled to vote as valid as one passed at a meeting.

• Directors’ decisions: sign as the sole director. With one director, your signature is “all the directors” (CBCA s. 117(1); Ontario s. 129(1); British Columbia s. 140(3); Alberta s. 117(1); Quebec s. 140; Delaware s. 141(f); Model Act s. 8.21). Quebec says expressly that a sole director may pass a resolution instead of holding a meeting.
• Shareholders’ decisions: sign as the sole shareholder. Your signature carries every vote, so the different signing thresholds don’t matter until someone else holds shares. The resolutions library has a table of who signs in each jurisdiction.
• Decisions that need both, such as approving the financial statements and re-electing yourself as director, need your signature in each capacity. Separate directors’ and shareholders’ resolutions are the clearest record; one document with two signature blocks also works.
• Date each resolution when you sign it and file it in the minute book in date order.

Replace the annual meeting with a signed resolution

The statutes still expect an annual shareholders’ meeting to receive the financial statements, elect the directors and deal with the auditor. A sole shareholder can usually do all of it in one written resolution, but it still has to happen on time each year.

• Canada, federal: a written resolution dealing with all the annual business satisfies the meeting requirement (s. 142(1)(b)). It is due within 15 months of the last annual meeting and no later than six months after the financial year-end (s. 133(1)).
• Ontario and Alberta: a written resolution can replace the meeting (Ontario s. 104(1)(b); Alberta s. 141(2)), which is due within 15 months of the last one (Ontario s. 94(1); Alberta s. 132(1)). In Ontario, the financial statements presented must be for a year that ended no more than six months earlier (s. 154(1)).
• British Columbia: the voting shareholders can waive the annual general meeting by unanimous resolution (s. 182(2)). Otherwise it is due once each calendar year, no more than 15 months after the previous annual reference date (s. 182(1)).
• Quebec: a resolution signed by the sole shareholder is as valid as one passed at a meeting (s. 178). The meeting is due within 15 months of the last one (s. 163), with financial statements for a year that ended no more than six months earlier (s. 225).
• Delaware: the bylaws set the date. A unanimous written consent, which a sole stockholder’s always is, can take the place of the annual meeting (s. 211(b)).
• Model Act states: directors can be elected by written consent instead of at an annual meeting (s. 7.01(a)).
• For wording, see the annual meeting waiver resolution; for what to cover, the annual corporate minutes checklist.

The auditor decision in Canada

A private Canadian corporation can usually decide not to appoint an auditor, and a sole shareholder can make that decision alone. It lasts one year, so it is part of the annual resolution. If you later issue non-voting shares, for example to a family member or a trust, check whether they have to sign too.

• Federal, British Columbia and Quebec: every shareholder consents, including non-voting shareholders (CBCA s. 163; British Columbia s. 203; Quebec s. 239).
• Ontario: all the shareholders consent in writing, one year at a time (s. 148).
• Alberta: a special resolution of the shareholders is enough (s. 163).
• Sample wording: Audit exemption resolution.

Decisions about yourself

In a one-person corporation, many decisions benefit the person making them: your salary or bonus, a loan to or from you, or the corporation renting space you own. Corporate statutes have conflict-of-interest rules for directors with an interest in a contract, so say in the resolution that you have one.

• In Ontario, if every director has an interest, only the shareholders can approve the contract (s. 132(5.2)). Sign those decisions as both director and shareholder.
• Keep the agreement, loan terms or your accountant’s calculation with the resolution.
• Sample wording: Resolution approving an owner’s salary or bonus and Shareholder loan resolution.

What the minute book should still hold

• The articles, bylaws and any shareholder agreement or declaration.
• The registers of directors, officers and shareholders, kept current even when each lists one name.
• The share certificate or register entry showing that you hold all the issued shares.
• Every written resolution, in date order: annual approvals, banking, borrowing, dividends, pay and loans.
• Registry filings, such as annual returns and notices of change.
• Quebec only: a sole shareholder can take over the board’s powers by a written declaration (s. 213). The corporation then doesn’t have to follow the statute’s rules on bylaws and meetings (s. 217), but the declaration itself belongs in the minute book.

When someone else joins

The one-person routine stops working the day someone else joins: a second director, a partner or spouse who buys shares, or a family trust. From then on, written resolutions need the signatures the statute requires, which may be everyone’s. Update the registers on the day it happens, and check whether the bylaws need changing or a shareholder agreement is worth having.

Common questions