Buying a building, signing a commercial lease or acquiring a vehicle or major equipment is a decision of the directors. None of the corporate statutes we checked requires the shareholders to approve buying or leasing property, though the articles, bylaws or a unanimous shareholder agreement can limit what the directors may do.
The resolution records the decision and names who signs. That matters most for land: registries and notaries check that the person signing for the corporation is authorized, and a lender will want its own borrowing resolution for the mortgage.
- Approved by
- The directors, unless the articles, bylaws or a unanimous shareholder agreement say otherwise
- Signed by
- Every director entitled to vote, if passed in writing
- Shareholder approval
- Not needed to buy or lease; needed to sell all or substantially all of the property
- Filed with the government
- No, but the deed or registered lease shows who signed for the corporation
- Also needed
- A borrowing resolution for any financing; disclosure if a director is the seller or landlord
When you need one
- Buying land, a building or a condo unit in the corporation’s name.
- Signing or renewing a commercial lease for an office, shop or warehouse.
- Buying or leasing a vehicle or major equipment.
- A holding company buying property to lease to the operating company.
- Buying property from the owner, or leasing the owner’s property. See the resolution approving a contract with a director as well.
Who approves it
Corporate statutes give the corporation the capacity to own and lease property, and give the directors the power to manage the business. Shareholders come in only when the corporation sells, leases out or exchanges all or substantially all of its property outside the ordinary course of business. Each row shows the directors’ authority and that contrasting rule.
| Jurisdiction | Rule |
|---|---|
| Canada, federal (CBCA) | A corporation has the capacity of a natural person (s. 15), and the directors manage its business (s. 102(1)). They may also mortgage its property without shareholder authorization (s. 189(1)). Selling, leasing or exchanging all or substantially all the property outside the ordinary course needs a special resolution, with every class voting (s. 189(3), (6) and (8)). |
| Ontario (OBCA) | Capacity of a natural person (s. 15); the directors manage (s. 115(1)) and may mortgage without shareholder approval (s. 184(1)). A sale of all or substantially all the property outside the ordinary course needs a special resolution (s. 184(3) and (7)). |
| British Columbia (BCBCA) | Capacity of an individual of full capacity (s. 30); the directors manage, subject to the articles (s. 136(1)). Selling, leasing or disposing of all or substantially all the undertaking needs a special resolution (s. 301(1)). |
| Alberta (ABCA) | Capacity of a natural person (s. 16(1)); the directors manage (s. 101(1)). A sale of all or substantially all the property outside the ordinary course needs a special resolution (s. 190(1) and (6)). |
| Quebec (QBCA) | The board manages the business and may exercise its powers without shareholder approval (s. 112); the corporation’s capacity comes from the Civil Code (arts. 301 and 303). Selling, exchanging or leasing property so that the corporation can’t keep a significant part of its business needs a special resolution (ss. 271 to 274). |
| Delaware (DGCL) | Every corporation may buy, lease, own and deal in real or personal property (§ 122(4)); the board manages the business (§ 141(a)) and may mortgage without stockholder approval unless the certificate says otherwise (§ 272). Selling, leasing or exchanging all or substantially all the assets needs a majority of the outstanding voting stock (§ 271). |
| Model Act states (MBCA) | A corporation may acquire, lease and hold property unless its articles say otherwise (s. 3.02(d)); corporate powers are exercised by or under the board (s. 8.01(b)), and mortgaging needs no shareholder approval (s. 12.01(b)). Shareholders approve only a disposition that would leave no significant continuing business activity (s. 12.02). |
Before you sign
- Check the articles and any shareholder agreement. They can restrict the business or require shareholder consent for large purchases.
- Decide which corporation buys. Operating company or holding company: the right choice depends on liability and tax, so ask your accountant before the offer is signed.
- Arrange the financing approval. A mortgage, charge or equipment loan needs its own approval; see the borrowing resolution.
- Disclose any interest. If the seller or landlord is a director, the owner or a company one of them controls, the director discloses that interest before the directors decide.
- Canada: residential property and foreign control. Until January 1, 2027, a corporation controlled by non-Canadians, which includes non-Canadians holding 10% or more of its votes or equity, can’t buy most houses, rowhouses or condo units in Canadian cities and towns. In Ontario, the 25% Non-Resident Speculation Tax also applies to such corporations buying residential property.
- Name the signer. Choose who will sign the offer, deed or lease and the closing documents, and give the same name to your lawyer, notary and lender.
How a corporation signs land documents
A corporate seal is optional (CBCA s. 23; OBCA s. 13; ABCA s. 25; 25 Del. C. § 131), but land registries and notaries still check the signer’s authority:
- Ontario: an electronically registered document made by a corporation includes a statement by the person acting for it that they are authorized to bind the corporation (O. Reg. 19/99, s. 4).
- British Columbia: the corporation signs by its authorized signatory, and an officer who witnesses the signature certifies that the signatory confirmed their authority (Land Title Act, ss. 42 and 44).
- Alberta: the instrument is either sealed and countersigned by an officer or director, or signed by an officer or director who swears an affidavit of authority (Land Titles Act, s. 161).
- Quebec: the notary must verify the identity, quality and capacity of each party, so expect to show who may act for the corporation (Notaries Act, s. 43; Civil Code, art. 2988).
- Delaware: a corporation’s deed may be signed and acknowledged by its president or a vice-president authorized by resolution of the directors (25 Del. C. § 127).
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:
1. The Corporation [purchase / lease] [describe the property: municipal address and legal description, or the equipment or vehicle and its serial number] from [seller or landlord] for [price / rent and term], substantially on the terms of the [agreement of purchase and sale / offer to lease / lease] presented to the directors.
2. [Name, title] is authorized to sign the [agreement / lease], the transfer or deed and every other document needed to complete the [purchase / lease], with any changes that person approves, and to give any statement of authority a land registry, notary or lender requires.
3. [If financed: The Corporation borrow up to $[amount] from [lender], secured by a [mortgage / charge / hypothec] on the property, on the terms of the commitment letter dated [date].]
4. [If applicable: [Name], a director, disclosed the nature and extent of their interest in this transaction and did not vote on this resolution.]
The foregoing resolutions are passed by the signatures of all the directors of the Corporation entitled to vote on them, as of [date].
______________________________
[Name], director
______________________________
[Name], director
Action by unanimous written consent of the board of directors of [Corporation name] (the “Corporation”)
RESOLVED, that the Corporation [purchase / lease] [describe the property: address and legal description, or the equipment or vehicle and its serial number] from [seller or landlord] for [price / rent and term], substantially on the terms of the [purchase agreement / lease] presented to the Board;
RESOLVED FURTHER, that the [President / Vice President], [name], is authorized to execute and acknowledge the [purchase agreement / lease], the deed and every other document needed to complete the transaction, with any changes that officer approves;
RESOLVED FURTHER, that [if financed: the Corporation borrow up to $[amount] from [lender], secured by a mortgage on the property, on the terms of the commitment letter dated [date]]; and
RESOLVED FURTHER, that the officers are authorized to take any other action needed to carry out these resolutions.
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
- Give your lawyer, notary or title company a certified copy if they ask for one.
- Keep the closing documents: the deed or transfer and its registration details, the statement of adjustments or closing statement, and any title insurance policy.
- Record the property in the corporation’s books and update its insurance.
- Note lease renewal, option and rent review dates.
- If the property is leased to a related company or to the owner, put the lease in writing and approve it in each corporation.
What to keep in your minute book
- The signed resolution and the agreement or lease it approved.
- The deed, transfer or registered lease, with its registration details.
- The financing documents and the borrowing resolution.
- Any disclosure of a director’s interest.
Common questions
Do the shareholders have to approve buying property?
Not under the statutes we checked: buying or leasing property is a decision of the directors. Shareholders approve a sale, lease or exchange of all or substantially all the corporation’s property, and the articles or a shareholder agreement can add other approvals.
Who signs the deed or lease?
The person the directors authorize in the resolution, usually an officer. Land registries check that authority: Ontario asks for a statement that the signer can bind the corporation, British Columbia has the signature witnessed, and Alberta accepts a seal or an affidavit of authority.
Can my holding company buy a building and lease it to my operating company?
Yes, and many owners do. Each corporation approves its own side: the holding company approves the purchase and the lease, the operating company approves the lease, and anyone who is a director of both discloses that interest.
How exactly should the resolution describe the property?
Enough to identify it: the address and legal description for land, or the make, model and serial number for equipment or a vehicle. Attaching the agreement or lease is clearer still.
Can a Canadian corporation controlled from outside Canada buy a house or condo?
Generally not until January 1, 2027, if the property is in a Canadian city or town. The ban on purchases by non-Canadians covers a private Canadian corporation controlled by non-Canadians, and holding 10% or more of its votes or equity counts as control. Buildings with more than three units and commercial property aren’t covered.
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 15, 16, 23, 102 and 189
- Ontario Business Corporations Act, sections 13, 15, 17, 115 and 184
- British Columbia Business Corporations Act, sections 30, 33, 136 and 301
- Alberta Business Corporations Act, sections 16, 17, 25, 101 and 190
- Quebec Business Corporations Act, sections 112 and 271 to 274
- Civil Code of Québec, articles 301, 303 and 2988
- Delaware General Corporation Law, section 141
- Delaware General Corporation Law, section 122
- Delaware General Corporation Law, sections 271 and 272
- Delaware Code, title 25, sections 127 and 131 (execution of deeds)
- Model Business Corporation Act (American Bar Association), sections 3.02, 8.01, 12.01 and 12.02
- Ontario Regulation 19/99 (electronic registration), section 4
- British Columbia Land Title Act, sections 42 and 44
- Alberta Land Titles Act, section 161
- Quebec Notaries Act, section 43
- Prohibition on the Purchase of Residential Property by Non-Canadians Act
- Prohibition on the Purchase of Residential Property by Non-Canadians Regulations
- Budget Implementation Act, 2022, No. 1, section 237 (repeal date)
- Ontario: Non-Resident Speculation Tax