A Board Resolution Closure Of Business is a critical corporate governance document required when a company decides to cease its operations in Canada. This document is typically used when a business has determined that continued operations are no longer viable or desirable, whether due to financial circumstances, strategic decisions, or other factors. The resolution must comply with the Canada Business Corporations Act (CBCA) for federally incorporated companies, or relevant provincial legislation for provincially incorporated entities. It serves as the official record of the board's decision and provides the framework for implementing the closure process, including handling of assets, employees, creditors, and regulatory obligations. The document becomes part of the company's permanent records and may be required by various stakeholders, including government authorities, financial institutions, and courts if necessary.
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1. Header Information: Company name, registration number, date, time, and location of board meeting
2. Attendance: List of board members present, absent, and other attendees
3. Quorum Confirmation: Statement confirming that quorum requirements are met as per company bylaws
4. Recitals: Background information explaining the reasons for business closure and confirmation that all directors have reviewed relevant information
5. Resolution to Cease Operations: Formal resolution stating the board's decision to cease business operations, including effective date
6. Appointment of Authorized Representative: Designation of individual(s) authorized to execute closure procedures
7. Wind-up Procedures: Key steps for winding up the business, including asset disposal and debt settlement
8. Employee Matters: Decisions regarding employee termination, final payments, and benefits
9. Government Notifications: Requirements for notifying relevant government agencies
10. Certification: Secretary's or authorized officer's certification of the resolution
1. Shareholder Approval: Required if shareholder approval is needed as per bylaws or corporate structure
2. Asset Distribution Plan: Detailed plan for distribution of remaining assets, required if significant assets exist
3. Creditor Settlement: Specific provisions for settling creditor claims, required if outstanding debts exist
4. Subsidiary Dissolution: Additional provisions for dissolving subsidiaries, if applicable
5. Legal Proceedings: Provisions for handling ongoing legal matters, required if there are pending legal issues
6. Intellectual Property Disposition: Specific provisions for handling IP assets, required if company owns significant IP
1. Schedule A - List of Assets: Comprehensive inventory of company assets and their proposed disposition
2. Schedule B - Outstanding Liabilities: Detailed list of all outstanding debts and obligations
3. Schedule C - Employee Information: List of employees and termination arrangements
4. Schedule D - Government Registrations: List of all government registrations and licenses to be cancelled
5. Appendix 1 - Financial Statement: Current financial statement showing company's financial position
6. Appendix 2 - Closure Timeline: Detailed timeline for implementing closure procedures
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