An officer appointment resolution gives a person a corporate office and defines the authority that comes with it. It is separate from an employment agreement and separate from a bank resolution: the office describes the role, while the other documents describe employment terms or account authority.
Use a written resolution or board minutes that names the office, effective date, authority and any limits. When an officer leaves, remove the appointment and separately revoke access to banks, systems and contracts.
- Approved by
- The directors, subject to the articles and bylaws
- Signed by
- Every director entitled to vote, if passed in writing
- Who may be appointed
- An individual qualified under the governing rules, including a director where permitted
- Filed with the government
- Often only if the person is also a director or the jurisdiction requires officer information
- Also update
- Officer register, signing authority, bank forms, employment records and access controls
When you need one
- Appointing a president, secretary, treasurer, chief financial officer or another officer named in the bylaws.
- Removing an officer who resigns, is replaced or no longer holds the role.
- Changing an officer’s title, authority or signing limits.
- Separating an officer’s corporate role from an employment or consulting agreement.
- Giving an officer authority to sign contracts or bank documents, followed by a matching authorization.
Who approves it
Directors usually appoint and remove officers and set their duties, subject to the articles, bylaws and any unanimous shareholder agreement. A person may hold more than one office where the governing documents permit it, but the resolution should still state each office clearly.
| Jurisdiction | Rule |
|---|---|
| Canada, federal (CBCA) | Directors appoint officers, specify their duties and delegate powers subject to the Act, articles, bylaws and any unanimous shareholder agreement. |
| Ontario (OBCA) | Directors appoint officers and specify their duties, subject to the articles, bylaws and any unanimous shareholder agreement. |
| British Columbia (BCBCA) | Directors may appoint officers and specify their duties, subject to the memorandum and articles; they may remove an officer unless the governing documents provide otherwise. |
| Alberta (ABCA) | Directors appoint officers and determine their powers and duties under the Act and corporate documents. |
| Quebec (QBCA) | The board appoints officers and determines their functions, subject to the Act, articles and any shareholder agreement. |
| Delaware (DGCL) | Officers are chosen in the manner provided by the bylaws or by a board resolution, and their duties are set by those documents or the board. |
| Model Act states (MBCA) | The board appoints officers and may define their authority and duties in the bylaws or by resolution. |
Before you sign
- Read the bylaws. Confirm which offices exist, who appoints them, term length and removal process.
- Name the authority. State whether the officer may sign contracts, hire staff, approve payments or act only within a dollar or subject-matter limit.
- Separate role from employment. The appointment resolution should not accidentally create or change compensation, termination or benefit terms.
- Check conflicts and related-party issues. Compensation or an officer transaction may need a separate board approval.
- Plan the access change. Prepare bank, email, accounting, payment and vendor updates when an officer is added or removed.
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 directors of [Corporation name] (the “Corporation”)
BE IT RESOLVED THAT, effective [date], [name] is appointed [office or offices] of the Corporation and will hold that office until a successor is appointed or the person’s earlier resignation or removal;
2. The duties of the office are those set out in the Corporation’s bylaws and the following additional authority is approved: [authority and limits].
3. [Name and title] is authorized to update the officer register and deliver notices or forms required by a bank, registry, lender or other counterparty.
[If removing an officer: BE IT FURTHER RESOLVED THAT [former officer] ceases to hold the office of [office] effective [date].]
The foregoing resolutions are passed by the signatures of all the directors of the Corporation, as of [date].
______________________________
[Name], director
______________________________
[Name], director
Action by unanimous written consent of the board of directors of [Corporation name] (the “Corporation”)
RESOLVED, that effective as of [date], [name] is elected or appointed to the office of [office] of the Corporation, to serve until a successor is elected or appointed and qualified or until the earlier of resignation, removal or death;
RESOLVED FURTHER, that the authority and duties of the office are those set forth in the bylaws and [the following limits: authority and limits];
[If removing an officer: RESOLVED FURTHER, that [former officer] is removed from the office of [office] effective as of [date], without prejudice to any contractual rights; and]
RESOLVED FURTHER, that the officers are authorized to update the corporate records and notify the relevant banks, counterparties and service providers.
This consent is signed by all the directors of the Corporation, is effective as of [date], and will be filed with the minutes of the proceedings of the board.
______________________________
[Name], director
______________________________
[Name], director
After you sign
- Update the officer register, minute-book index, organizational chart and bank or contract authorization records.
- Give the new officer the authority documents and access needed for the role, with least-privilege limits.
- Remove former access from banks, payment systems, payroll, accounting software, cloud storage and vendor portals.
- Check whether a government registry or professional regulator requires an officer update.
What to keep in your minute book
- The signed appointment or removal resolution and any board materials considered.
- The current officer register and organizational chart.
- Bank forms, signing authority records and access-removal confirmation.
- Any separate employment, consulting or compensation approval.
Common questions
Can one person be both a director and an officer?
Often yes, especially in a small corporation, subject to the statute, articles and bylaws. The resolution should identify each office and the authority attached to it.
Does appointing an officer make them an employee?
Not automatically. The corporate office and employment relationship are different records. Use a separate agreement or compensation resolution when the person is also an employee or contractor.
Do officer changes have to be filed with the government?
It depends on the jurisdiction and whether the person is also a director. Check the applicable registry, professional rules and annual-report requirements; update the corporation’s internal register in every case.
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, section 121
- Ontario Business Corporations Act, section 133
- British Columbia Business Corporations Act, section 141
- Alberta Business Corporations Act, section 121
- Quebec Business Corporations Act, section 116
- Delaware General Corporation Law, section 142
- Model Business Corporation Act (American Bar Association), section 8.40