Corporate Resolutions for Common Business Decisions
The decisions owners of private corporations in the United States and Canada record most often: who has to approve each one, what to check before signing, and wording you can adapt.
How Written Resolutions Work
Most decisions belong to the directors: declaring dividends, opening bank accounts, borrowing, setting salaries and approving the financial statements. A few belong to the shareholders, such as electing directors, waiving the audit in Canada and changing the articles.
In a small corporation, neither group usually meets. Corporate statutes let a resolution be passed in writing instead, as long as every director, or every shareholder entitled to vote, signs it. A signed written resolution is as valid as one passed at a meeting, and it takes the place of the minutes.
| Jurisdiction | Directors | Shareholders |
|---|---|---|
| Canada, federal (CBCA) | Signed by all the directors entitled to vote on it (s. 117(1)). | Signed by all the shareholders entitled to vote on it (s. 142(1)). A written resolution can also replace the annual meeting. |
| Ontario (OBCA) | Signed by all the directors entitled to vote on it (s. 129(1)). | Signed by all the voting shareholders (s. 104(1)). A corporation that isn’t an offering corporation can also pass an ordinary resolution in writing with a majority of the voting shares, and must tell the shareholders who didn’t sign within 10 business days (s. 104(1)(c), (3)). |
| British Columbia (BCBCA) | Each director entitled to vote consents in writing (s. 140(3)). | An ordinary resolution needs the written consent of shareholders holding a special majority of the votes (two-thirds, unless the articles set up to three-quarters). Any other resolution needs every voting shareholder (s. 1(1), “consent resolution”). |
| Alberta (ABCA) | Signed by all the directors entitled to vote on it (s. 117(1)). | Signed by all the voting shareholders (s. 141(1)), or by holders of two-thirds of the voting shares if the corporation isn’t a reporting issuer (s. 141(2.1)). |
| Quebec (QBCA) | Signed by all the directors entitled to vote on it (s. 140). | Signed by the sole shareholder or by all the shareholders entitled to vote on it (s. 178). |
| Delaware (DGCL) | All the directors consent in writing or by electronic transmission, unless the certificate of incorporation or bylaws say otherwise (s. 141(f)). | Holders with at least the votes needed to pass it at a meeting, unless the certificate of incorporation says otherwise. Stockholders who didn’t sign must be told promptly (s. 228). |
| Model Act states (MBCA) | Each director signs a consent, unless the articles or bylaws require a meeting (s. 8.21). | All the shareholders entitled to vote, unless the articles allow fewer (s. 7.04). |
Sign and date each resolution, then file it in your minute book in date order, with your minutes. Banks, lenders, buyers and tax auditors ask for these records, and a resolution that cannot be found is hard to prove.
Keep Your Corporate Records Current
Start with one organized place for your minute book, then keep it current as your company changes.
Start your minute book