A private corporation may be able to use a written shareholder consent instead of holding an annual meeting. The consent records the same owner decisions—such as receiving financial statements and electing directors—but it does not erase the corporation’s annual recordkeeping, filing or financial-statement obligations.
Check the corporation’s statute, articles, bylaws, shareholder agreement and current share register before calling the document a waiver. The required signers and voting threshold differ across Canada and the US.
- Approved by
- The shareholders entitled to approve the annual business
- Signed by
- All or the required voting holders, depending on the action and jurisdiction
- What it replaces
- The meeting procedure, not the annual corporate work
- Filed with the government
- The consent itself usually no; annual returns and director changes may still be required
- Keep with it
- Financial statements, director election, auditor record and shareholder list
When you need one
- A small private corporation wants to complete annual shareholder business without scheduling a meeting.
- The shareholders are already aligned and can sign the same final record.
- The corporation needs to elect directors, receive financial statements or approve an auditor decision.
- A sole shareholder needs a clean annual record for the minute book, lender or buyer.
- The corporation is using a written consent instead of the annual meeting, not skipping the annual return or tax work.
Who approves it
The written-consent rule is not identical everywhere. Some statutes require every shareholder entitled to vote, while others permit a defined majority or special majority for some ordinary business. Confirm the threshold for each resolution rather than assuming that one signature is enough.
| Jurisdiction | Rule |
|---|---|
| Canada, federal (CBCA) | A written resolution signed by all shareholders entitled to vote can be as valid as a meeting resolution, and the annual meeting can be replaced by written shareholder business. |
| Ontario (OBCA) | Written shareholder resolutions may replace a meeting when the statutory voting threshold and notice rules are met. The corporation still completes its annual financial and registry obligations. |
| British Columbia (BCBCA) | A consent resolution can replace a shareholder meeting when the required ordinary, special or unanimous threshold is met under the Act and articles. |
| Alberta (ABCA) | Written shareholder resolutions and annual-meeting alternatives depend on the corporation’s reporting status and the voting threshold for the specific action. |
| Quebec (QBCA) | The sole shareholder or all shareholders entitled to vote may use a written resolution in the situations permitted by the Act and corporate documents. |
| Delaware (DGCL) | Stockholders may take action without a meeting by signed consent of holders with at least the votes required to approve the action, unless the certificate says otherwise (s. 228). |
| Model Act states (MBCA) | Written shareholder consent generally requires the holders required to approve the action unless the articles permit a different threshold. |
Before you sign
- Use the current shareholder register. Identify every class, holder, voting entitlement and required signature.
- Prepare the annual business. Include financial statements, director elections, auditor appointment or exemption and any special resolutions.
- Check the deadline separately. An annual meeting or consent date is not the same as an annual return, tax filing or financial-statement deadline.
- Use a notice waiver only when valid. Do not describe a meeting as waived if the corporation is actually using a written consent in lieu of the meeting.
- Keep the support. Attach the financial statements, shareholder list, proxies and any auditor or director records.
What the annual consent does not waive
- It does not waive the corporation’s annual return or registry filing.
- It does not waive the directors’ duty to prepare or approve financial statements where required.
- It does not automatically waive an audit; use a separate audit exemption resolution if the law permits one.
- It does not replace a board resolution for banking, borrowing, compensation or other director business.
Sample wording
Adapt the wording to your corporation: replace everything in square brackets, and check your articles, bylaws and any shareholder agreement first. Each person signs and dates a copy, and a scanned or electronic signature is usually fine.
Resolutions of the shareholders of [Corporation name] (the “Corporation”)
BE IT RESOLVED THAT:
1. The shareholders waive the holding of the annual meeting for the year ended [date] and transact the following annual business by written resolution, to the extent permitted by the applicable corporate statute and the Corporation’s articles and bylaws.
2. The financial statements for the year ended [date] are received [and approved, if required].
3. [Names] are elected or re-elected as directors to hold office until the close of the next annual meeting or until their successors are elected or appointed.
4. [The auditor is appointed / the Corporation’s auditor is not appointed under the separate audit-exemption resolution attached].
The foregoing resolutions are signed by the shareholders entitled to approve them, as of [date].
______________________________
[Name], shareholder
______________________________
[Name], shareholder
Confirm the required signatures for every resolution. If the annual business is not validly approved in writing, hold the meeting instead.
Action by written consent of the stockholders of [Corporation name] (the “Corporation”)
RESOLVED, that the stockholders waive the holding of the annual meeting for the year ended [date] and take the following action by written consent to the extent permitted by the Corporation’s certificate, bylaws and applicable law;
RESOLVED FURTHER, that the financial statements for the year ended [date] are received [and approved, if required];
RESOLVED FURTHER, that [names] are elected as directors to serve until the next annual meeting and until their successors are elected and qualified; and
RESOLVED FURTHER, that [name and title] is authorized to place this consent in the corporate records and complete any related filings.
This consent is signed by stockholders holding the votes required to approve the action, as of [date].
______________________________
[Name], stockholder
______________________________
[Name], stockholder
After you sign
- File the signed consent with the financial statements, shareholder list, auditor record and supporting resolutions.
- Update the director register and file a notice of director change if the election changed the board.
- Complete the annual return, tax filings and any lender or professional-regulator certifications separately.
- Schedule the next annual cycle and record any board actions that the shareholder consent requires.
What to keep in your minute book
- The signed annual consent and shareholder list used to confirm the threshold.
- Financial statements and auditor appointment or exemption record.
- Notice, waiver, proxies or written-consent authority.
- Proof of annual return and any director-change filing.
Common questions
Does an annual meeting waiver mean we can skip annual filings?
No. It only replaces the meeting procedure when valid. Annual returns, tax filings, director notices and financial-statement obligations continue separately.
Do all shareholders have to sign?
It depends on the statute, articles and action. Some Canadian annual consents require all entitled shareholders, while Delaware and some other rules use the votes required to approve the action. Check the exact threshold before circulating.
Can a sole shareholder use this resolution?
Often yes. The sole shareholder can sign a dated written record of the annual business, but the corporation should still keep the financial statements, director record and separate board approvals.
This page is general information about corporate resolutions in the United States and Canada, not legal or tax advice. The sample wording is a starting point: your articles, bylaws and any shareholder agreement may require something different, and rules change over time. For advice about your corporation, speak with a qualified lawyer or accountant.
Sources
- Canada Business Corporations Act, sections 142 and 155
- Ontario Business Corporations Act, annual meeting and written-resolution provisions
- British Columbia Business Corporations Act, consent-resolution and annual-meeting provisions
- Alberta Business Corporations Act, annual-meeting and written-resolution provisions
- Quebec Business Corporations Act, annual-meeting and written-resolution provisions
- Delaware General Corporation Law, sections 211 and 228
- Model Business Corporation Act (American Bar Association), annual-meeting and written-consent provisions