You’ve had your brilliant business idea, picked a name, and incorporated your business, maybe even formed your board of directors. Now, you’re ready to start making bigger decisions, which means it’s time to get familiar with corporate resolutions. In a nutshell, a resolution is the formal version of big decisions you’re ready to make. But in order to be legally compliant, you have to do it by the book – literally. You will need an up-to-date Minute Book.
What exactly does all of that mean? Let’s find out, and see how Ownr can help.
What is a corporate resolution?
Simply speaking, a corporate resolution is a formal document outlining the decisions and actions taken by the individuals who govern your corporation. Resolutions approve, adopt, and authorize organizing actions of the company.
Yes, you or (a small handful of people that include you) might be the individuals running the company, but you still need to go through the formal Resolution process. Legally, a corporation is considered a separate entity from its owners and must act independently of them – this is how the corporation assumes liability and not the individual owners. Corporate Resolutions are the documentation of the independent actions of the corporation.
Resolutions reflect certain major decisions taken by the company that are the result of discussions and votes by the directors or shareholders. Decisions such as appointing people to positions, approving financial statements, and documenting changes to the company (like its name or address) must be approved by the board or shareholders according to the company’s bylaws or articles of incorporation, and then they must be signed and stored in your Minute Book.
What are corporate resolutions used for?
When filing your company’s annual return with the government (which should not be confused with your tax return), your resolutions acknowledge the corporation’s financial statements, confirm your corporation’s officers and directors, and approve other corporate acts taken throughout the year.
This can be a blanket statement, without necessarily listing each individual corporate action, but it does show that you have made them. This can be important as your company grows and the responsibilities of people in your corporation (like who’s on the board, who’s an officer, etc.) might change. This provides a clear record from the start.
For example, let’s say you and your business partner decide to add a friend as a director. Even though this is a good friend, you still have to update all of your legal documents to reflect this decision.
That is, even if you and your partner have agreed, the corporation has to “agree” legally. To ensure you have documented this, you must create a director resolution. This will ensure that you and your business partner have approved the act of adding a new director to the corporation. If it’s not properly recorded, you are not legally compliant, and that could ultimately cost you.
Think of resolutions as a tool to help, not hinder, your business. They are there to make sure decisions are made in a clear, transparent manner and that you are protected from legal liability if anyone ever questions those decisions.
Why do you need corporate resolutions?
Small business owners make constant decisions on the fly, but in order to be legally compliant you will need a paper trail for many of them. Keeping an up-to-date minute book that records official resolutions is a best practice – and a legal requirement from the government.
A precise minute book can ensure your business decisions and practices hold up to scrutiny from investors, banks, authorities, or shareholders at any point in a business’s life.
Documents in a minute book are related to the legal aspects of your business. To update these documents, you typically need to hold annual shareholder and annual director meetings as well as appoint an auditor.
However, since this can be costly or time consuming for a new small business, the same result can be achieved with written resolutions (more on that below). These are all documented in your Minute Book.
What are the different types of corporate resolutions?
To understand what corporate resolutions are and how they work, it helps to get familiar with a few of the required and the most common types of corporate resolutions. You can make and record them all through your Ownr dashboard.
Corporate Formation Resolutions
First shareholder resolutions
These come at the very beginning of incorporation, and the First Resolution of the Shareholders is one of the first documents you’ll use to structure your corporation. This document allows the shareholders to appoint the directors of the corporation to oversee the corporation’s management. It also confirms that the shareholders approve of the general rules set out in the organizational documents.
First director resolutions
These types of resolutions are another part of the initial structuring of your company. The First Resolution of the Directors is the document in which the directors authorize the company to issue shares, appoint officers, and approve the company’s fiscal year-end date.
Once you’ve made both the First Shareholder and First Director Resolutions, your company will be compliant and ready to go.
Dividend resolutions
Resolutions are not only necessary when making structural company changes but also financial ones. A dividend resolution authorizes a payment of dividends from the company to certain shareholders.
Any withdrawals from the company should be fully documented, and the dividend resolution shows that these payments are not mischaracterized as salaries, loan repayments, operating expenses, or any other costs.
There are certain conditions in which a dividend can be paid, so it’s important to keep those in mind. For instance, a corporation cannot be insolvent and pay out a dividend. Dividends must also be paid based on share classes, which means the amount that will be paid will depend on the share structure and number of shares. This can get confusing, but resolutions will put it in your corporate record.
Corporate Resolutions
Resolutions for Company Changes
When your company changes, for instance when you change who holds different leadership roles, you will need to record and enact those changes with resolutions. There are a variety of different types of resolutions that you could make in this category. Here’s a short list:
A director resolution confirms the appointment of a new officer.
A director resolution can confirm the appointment of a new director or the issuance of new shares.
A shareholder resolution can confirm the issuance of new shares or transfer of existing shares to new or existing shareholders.
Annual Return Resolutions
Corporations are legally required to have an annual director meeting, during which time decisions about the finances and future of the company are made. However, many businesses, especially small ones, choose to have these meetings by way of written resolution.
In essence, this resolution, called an Annual Director Resolution, takes the place of the meeting of the board of directors.
Corporations are also required to have an annual shareholder meeting, however many small businesses choose to have these meetings by way of a written resolution as well. This is called an Annual Shareholder Resolution.
For both of these, you create an agenda of items (as you would at an in-person meeting), but agree (or resolve) to make the decisions in writing.
Corporations are also required to hire an auditor every year, but since this is expensive for most small businesses, it can be waived with an agreement signed by all shareholders. That is called a Shareholder Resolution Dispensing with Auditor.
These resolutions are created in preparation to file the company’s Annual Return.
When will I need to use corporate resolutions?
The most important times to create resolutions are at the initial time of incorporation when you’re structuring your business, any time you have a change in structure or are filling a new role, and at the time of your annual return.
The most important times to use resolutions, though, is a slightly different story. There are certain times that a person or body may require the documents.
One of those times is when you’re looking for funding. When you approach a bank or investor, they will want to see the paper trail indicating who’s been in and out of the company, who’s in charge, how and when decisions are made, and significant changes that have occurred throughout the years. This should all be recorded as written resolutions along with all your minute book documents which can be found in your minute book on Ownr.
For example, let’s say your business needs a larger physical space. You may go to the bank for a loan. The bank advisors will ask questions pertaining to your business to ensure that you are eligible for the loan. Rather than piecing together paperwork and checking old emails (which already won’t satisfy their requirement of comprehensive signed resolutions), you can show your minute book documents which recorded your corporate resolutions over the years. When well documented, your minute book can make the approval process easier for both the advisor and you.
How are corporate resolutions created?
To stay legally compliant, you would typically consult a lawyer to help create your resolutions. However, as a subscriber to Ownr, you can do it all from your dashboard. These resolutions will be no different than what you’d create with your legal counsel.
All of your minute book documents are stored on your Ownr dashboard. The documents are created during your registration process according to your business structure, which is crucial since resolutions are required when you first incorporate your business.
Any time you make a resolution, such as when your business adds or removes a director, it will be added here. Ownr will ensure that all your resolutions are customized to your business, so that you’re legally compliant under Canadian law.
When the anniversary date of your corporation approaches, you are legally required to file your annual return. When you file with Ownr, you have the option to create your resolutions at the same time. You’ll be asked if you’ve held an annual director and shareholder meeting, and whether you’d like to prepare written resolutions in lieu of holding one.
Similarly, if you have not appointed an auditor, you are legally required to prepare a Waiver of Auditor resolution that forgoes the requirement. Ownr can also prepare this document for you. If the answer is no to both questions, your resolutions will be created and added to your minute book documents.
This means that if the government ever audits your corporation or if you require documentation for a loan or investment, you can visit your Ownr dashboard and all your up-to-date minute book documents will be accessible at any time.
Who creates the corporate resolution?
Businesses are required to keep up-to-date corporate records including resolutions, but is it the business owners who create the resolutions? Yes and no.
No matter how much you read up on it, this is not something you’ll want to do yourself. Resolutions need to follow a specific format. For example, a written resolution in lieu of a meeting needs to follow a certain format to meet the requirements. If you don’t follow the right format, you risk not being compliant, and that could cause legal problems.
That’s why, historically, businesses work with legal professionals or lawyers to create the documents on their behalf. With Ownr, you can create those exact same documents without the same high legal fees. When you incorporate, make a change, or file your annual return, you can create your corporate resolutions through the dashboard.
Are corporate resolutions mandatory?
Yes, corporate resolutions are required.
A corporation without a proper paper trail in place pertaining to the company’s operations, faces risks. Any major decision or change should be well documented.
To be legally compliant, you will need to have up to date minute book documents including corporate resolutions. That way, if the government audits your corporation, you are up-to-date and legally compliant. It can also prevent challenges should you start working with investors or banks.
What should you include in a corporate resolution?
Your corporate resolutions will need to ensure a number of mandatory elements are present. When you create resolutions with Ownr, all of these elements, listed below, are automatically included.
Introductory elements
The introductory elements of a corporate resolution are where you include all the elementary who/what/where/when/why/how information. You’ll need the name of the corporation, the date and location of the meeting (or the resolution that stands in for the meeting), and the names of the board members who have agreed to it. It should also include background information of the resolution and why you’re making it.
Statement of consent
For a resolution to be made official, the board of directors will need to approve it. The statement of consent is an unambiguous record that everyone with decision-making power agrees to the proposed change. If there was a vote, it also includes the names of all the board members who voted in favour of the resolution.
Statement of resolution
The Statement of resolution outlines the specific action, change, or decision being made. Essentially, this is what the resolution is about. You should state clearly the action the business is taking and why.
Frequently Asked Questions About Corporate Resolutions
Do all companies have corporate resolutions?
Yes, whether or not they’ve made major changes (like adding a director), all incorporations do have corporate resolutions. That’s because they are used for annual shareholder and director meetings – they indicate whether or not you’ve held those meetings and include details on what was discussed (or resolved instead). They’ll also show if you’ve waived hiring an auditor.
Is a corporate resolution the same as bylaws?
No, a corporate resolution is not the same as a company’s bylaws.
Resolutions are documents that highlight important decisions and actions taken by the board of directors on behalf of the corporation. Bylaws, on the other hand, are outlined in a specific document setting the rules for how the corporation shall be governed. Essentially, they make the rules on how decisions are made, while resolutions are used to indicate which decisions are made.
What’s next: understanding the Canada Business Corporation Act
Recording decisions with resolutions means you’re staying compliant under the Canada Business Corporation Act (CBCA). That’s where you’ll find the rules for how businesses are formed, organized, and managed federally – all of which you’ll need to follow in order to be legally compliant.
As your business keeps growing, it’s important to get familiar with the federal and provincial laws, which dictate how you interact with the government and how you run your company.
That’s next in your journey of legal compliance.
This article offers general information only, is current as of the date of publication, and is not intended as legal, financial or other professional advice. A professional advisor should be consulted regarding your specific situation. While the information presented is believed to be factual and current, its accuracy is not guaranteed and it should not be regarded as a complete analysis of the subjects discussed. All expressions of opinion reflect the judgment of the author(s) as of the date of publication and are subject to change. No endorsement of any third parties or their advice, opinions, information, products or services is expressly given or implied by RBC Ventures Inc. or its affiliates.