Resolution By Shareholders Template for Canada

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Key Requirements PROMPT example:

Resolution By Shareholders

"I need a Resolution By Shareholders for my Canadian technology company to approve a new stock option plan for employees and authorize the issuance of 100,000 common shares, to be implemented by March 15, 2025."

Document background
A Resolution By Shareholders is a crucial corporate governance document used in Canadian business operations to formally document decisions made by company shareholders. This document is typically required when shareholders need to approve significant corporate actions such as mergers, acquisitions, bylaw changes, appointment or removal of directors, issuance of new shares, or major asset sales. The resolution must comply with the Canada Business Corporations Act or relevant provincial legislation, depending on where the company is incorporated. It can be passed either at a formal shareholders' meeting or through written consent (unanimous or majority, as required by law). The document serves as official evidence of shareholder approval and becomes part of the company's corporate records, often needed for regulatory compliance, banking purposes, or future corporate transactions.
Suggested Sections

1. Title and Date: Identifies the document as a Resolution of Shareholders and specifies the date of the resolution

2. Corporation Details: Full legal name of the corporation, corporation number, and registered office address

3. Recitals: Background information explaining why the resolution is being made, including reference to relevant laws and bylaws

4. Quorum and Notice: Confirmation that proper notice was given and quorum requirements are met

5. Resolution Statement: The formal 'RESOLVED THAT' statement introducing the decisions being made

6. Specific Resolutions: The actual decisions being made by the shareholders, clearly numbered or otherwise delineated

7. Authorization: Authorization for specific individuals to take necessary actions to implement the resolutions

8. Certification: Statement certifying that the resolution was duly passed by the shareholders

9. Execution: Signature blocks for shareholders or authorized signatories

Optional Sections

1. Waiver of Notice: Used when shareholders agree to waive the required notice period for the resolution

2. Whereas Clauses: Additional background information needed for complex resolutions or when context is important

3. Effective Date: Used when the resolution is to take effect on a date different from the execution date

4. Conditions Precedent: When the resolution's effectiveness is subject to certain conditions being met

5. Dissent Rights: Required when the resolution involves matters where shareholders have statutory dissent rights

6. Future Actions: Additional provisions for actions to be taken after the resolution is passed

Suggested Schedules

1. Schedule A - Supporting Documents: Copies of relevant documents referenced in the resolution (e.g., agreements, certificates)

2. Schedule B - Shareholder Information: List of all shareholders and their respective shareholdings

3. Schedule C - Voting Results: Detailed breakdown of votes cast (if not unanimous)

4. Schedule D - Notice of Meeting: Copy of the notice sent to shareholders (if applicable)

5. Schedule E - Legal Opinion: Legal opinion supporting the resolution (if required)

6. Schedule F - Financial Statements: Relevant financial information (if the resolution relates to financial matters)

Authors

Alex Denne

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

Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Mining

Transportation

Professional Services

Agriculture

Construction

Telecommunications

Education

Non-Profit Organizations

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Corporate Affairs

Investor Relations

Finance

Company Secretariat

Risk Management

Relevant Roles

Corporate Secretary

Legal Counsel

Chief Executive Officer

Chief Financial Officer

Board Director

Compliance Officer

Corporate Governance Manager

General Counsel

Company Secretary

Shareholder Relations Manager

Chief Legal Officer

Corporate Affairs Director

Investment Relations Manager

Board Chairman

Executive Director

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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