A share transfer resolution authorizes the corporation to register a transfer from one holder to another. The transfer agreement or endorsement shows what the parties agreed; the securities register shows who the corporation recognizes as the registered holder.
Do not treat a signed transfer form as the whole file. Check the articles, bylaws, shareholder agreement, certificate, consideration, tax advice and any right of first refusal before changing the register.
- Approved by
- The directors or the person authorized to maintain the securities register
- Signed by
- The transferor, transferee and authorized corporate signer as required
- Check first
- Transfer restrictions, shareholder agreements, liens, certificates and taxes
- Filed with the government
- Usually no standalone filing; update any ownership or annual-report record required
- Core record
- Transfer instrument plus the updated securities register
When you need one
- A shareholder sells shares to another existing shareholder or a third party.
- Shares are transferred as part of a family or estate plan, subject to professional advice.
- A corporation registers a transfer after receiving a completed certificate, endorsement or transfer power.
- A shareholder agreement requires the board to approve or refuse a transfer.
- Shares move between related companies as part of a reorganization.
Who approves it
The corporation must follow the transfer restrictions in its governing documents and register the transfer accurately. The board often approves the registration, but the statute or bylaws may allow an officer, transfer agent or records office to perform the administrative step.
| Jurisdiction | Rule |
|---|---|
| Canada, federal (CBCA) | The corporation maintains a securities register and registers transfers in accordance with the Act, articles, bylaws and any valid restriction. A transfer restriction should be disclosed on the certificate or notice where required. |
| Ontario (OBCA) | The corporation maintains a securities register and register of transfers. The directors or authorized records office should not register a transfer that conflicts with the articles, bylaws or a binding agreement. |
| British Columbia (BCBCA) | A transfer is registered in the central or branch securities register. The company may require the transfer instrument and must follow restrictions in its articles and the Securities Transfer Act. |
| Alberta (ABCA) | The corporation records transfers in its securities register and follows restrictions in the articles, bylaws, unanimous shareholder agreement and applicable transfer law. |
| Quebec (QBCA) | The board and corporation must respect the articles, unanimous shareholder agreement and rules governing the register of securities and transfers. |
| Delaware (DGCL) | The corporation may register transfers under its certificate, bylaws and valid transfer restrictions. A restriction is enforceable against a holder or transferee when the required notice is given. |
| Model Act states (MBCA) | The corporation registers transfers under the articles, bylaws, agreements and applicable securities-transfer rules, and may require reasonable evidence of authority. |
Before you sign
- Read the restrictions first. Look for a right of first refusal, board consent, permitted-transfer list, buy-sell clause or legend on the certificate.
- Collect the transfer evidence. Keep the signed transfer instrument, certificate or book-entry statement, purchase agreement and proof of authority.
- Check liens and tax advice. A secured lender, estate, trust or tax election may affect whether and how the transfer can be registered.
- Reconcile the register. Confirm the transferor’s name, class, number of shares and certificate number before changing the holder.
- Separate the decision from the result. The resolution approves registration; the register and certificate record the resulting ownership.
A transfer can be valid between the parties but not registrable yet
A buyer and seller may sign an agreement, but the corporation may still need evidence that a right of first refusal was satisfied, a lender consent was obtained or a transfer restriction was released. Keep the reason for approving, refusing or deferring registration in the corporate file.
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”)
WHEREAS [transferor name] has delivered to the Corporation a duly executed instrument of transfer for [number] [class and series] shares, together with [the original certificate / evidence of the uncertificated holding] and the consideration or other evidence required by the Corporation;
BE IT RESOLVED THAT:
1. The transfer of [number] [class and series] shares from [transferor name] to [transferee name], effective [date], is approved and the Corporation is authorized to register [transferee name] as the holder.
2. [Name and title] is authorized to cancel or mark the old certificate, issue a certificate or acknowledgement to [transferee name] if applicable, and update the securities register.
3. The officers are authorized to take any other step needed to give effect to this resolution.
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”)
WHEREAS [transferor name] has delivered an executed stock power and [certificate number / book-entry evidence] for [number] shares of [class] stock to be transferred to [transferee name];
RESOLVED, that the transfer of [number] shares of [class] stock from [transferor name] to [transferee name], effective as of [date], is approved and the Corporation is authorized to register the transferee as the holder;
RESOLVED FURTHER, that [name and title] is authorized to cancel or mark the old certificate, issue a new certificate or book-entry statement and update the stock ledger; and
RESOLVED FURTHER, that the officers are authorized to take all actions necessary to complete the transfer.
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
- Enter the transfer in the securities register or stock ledger with the date, class, number, transferor and transferee.
- Cancel, mark or retain the old certificate according to the corporation’s recordkeeping procedure, then issue the new certificate or acknowledgement.
- Update beneficial-ownership information, shareholder notices, cap tables and any agreement that depends on the holder list.
- Tell the accountant about the transfer and keep the purchase price, valuation and tax records with the corporate file.
What to keep in your minute book
- The signed resolution and transfer instrument or stock power.
- The old and new certificate or book-entry records.
- Proof that transfer restrictions, consents and liens were addressed.
- The updated securities register and any tax or valuation advice.
Common questions
Does the board have to approve every share transfer?
Not always. The governing law and corporate documents may authorize an officer or transfer agent to register a straightforward transfer, while a shareholder agreement may require board approval. Follow the corporation’s actual rules and keep evidence of the registration decision.
Can I transfer shares to a family member?
Sometimes, but a family transfer can still trigger restrictions, tax consequences, attribution rules or a right of first refusal. Obtain professional advice and document the transfer accurately rather than treating it as a no-cost administrative change.
Does a share transfer change the articles?
Usually no. It changes the registered holder in the securities register. The articles change only if the transaction also amends authorized classes, rights or other constitutional terms.
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, shares and securities-register provisions
- Ontario Business Corporations Act, sections 48 and 143
- British Columbia Business Corporations Act, sections 46, 106.1 and 111
- Alberta Business Corporations Act, securities-register and transfer provisions
- Quebec Business Corporations Act, securities-register and transfer provisions
- Delaware General Corporation Law, section 202
- Model Business Corporation Act (American Bar Association), securities-transfer provisions