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Board Resolution Form Template for Canada

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Key Requirements PROMPT example:

Board Resolution Form

"I need a Board Resolution Form to approve the merger between our company, TechCorp Solutions Inc., and InnovateNow Ltd., with the merger to be effective March 15, 2025; the resolution should authorize our CEO and CFO to execute all necessary documentation."

Document background
The Board Resolution Form is a crucial corporate governance document used across Canadian businesses to formally document decisions made by the board of directors. This document type is required whenever a board makes significant decisions that need to be officially recorded and executed. It must comply with the Canada Business Corporations Act (CBCA) and relevant provincial legislation, depending on where the corporation is registered. The form typically includes details about the meeting, attendees, the specific resolution(s) being passed, voting outcomes, and necessary authorizations. It's particularly important for major corporate actions such as opening bank accounts, approving contracts, issuing shares, appointing officers, or making changes to company policies. The Board Resolution Form serves as legal evidence of the board's decisions and can be required by banks, government agencies, or other third parties as proof of corporate authorization.
Suggested Sections

1. Header Information: Company name, registration number, and address

2. Meeting Details: Date, time, location/format of the meeting, and type of meeting (regular/special)

3. Attendance Record: List of directors present, absent, and whether quorum was achieved

4. Chairperson Declaration: Statement identifying the meeting chair and confirming proper notice was given

5. Recitals: Background information explaining why the resolution is necessary

6. Resolution Statement: The formal 'BE IT RESOLVED' statement containing the actual decision

7. Voting Results: Record of how the vote was conducted and its outcome

8. Authorization: Statement empowering specific individuals to execute the resolution

9. Certification: Secretary's or authorized officer's certification of the resolution's accuracy

10. Signature Block: Space for required signatures with names and titles

Optional Sections

1. Conflict of Interest Declarations: Required when any director has declared a conflict related to the matter being decided

2. Dissenting Opinions: Used when any director wishes to record their opposition to the resolution

3. Effective Date Clause: Included when the resolution takes effect on a date different from the meeting date

4. Ratification of Prior Actions: Used when the resolution confirms actions taken before the formal approval

5. Regulatory Compliance Statement: Required when the resolution relates to matters requiring specific regulatory compliance

6. Revocation Clause: Included when the resolution supersedes or revokes previous resolutions

Suggested Schedules

1. Schedule A - Supporting Documents: Key documents referenced in the resolution (e.g., contracts, agreements)

2. Schedule B - Financial Information: Relevant financial statements or projections if the resolution involves financial decisions

3. Schedule C - Legal Opinion: Legal counsel's opinion when the resolution involves significant legal matters

4. Appendix 1 - Notice of Meeting: Copy of the meeting notice and agenda

5. Appendix 2 - Power of Attorney: If specific powers are being delegated through the resolution

6. Appendix 3 - Corporate Records: Relevant excerpts from bylaws, articles, or previous resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





















Clauses






















Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Energy

Retail

Telecommunications

Mining

Agriculture

Transportation

Professional Services

Education

Non-Profit

Construction

Entertainment

Relevant Teams

Legal

Corporate Governance

Executive Office

Board Administration

Compliance

Corporate Affairs

Corporate Secretariat

Risk Management

Internal Audit

Regulatory Affairs

Relevant Roles

Board Director

Corporate Secretary

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Company President

Board Chairman

Executive Director

Corporate Governance Officer

Compliance Officer

Legal Counsel

Company Secretary

Managing Director

Independent Director

Board Administrator

Corporate Affairs Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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