Each year a corporation must deal with a few routine matters: approving financial statements, electing directors and deciding whether to appoint an auditor. Small corporations usually do this with written resolutions signed by everyone, instead of holding a meeting.
Written resolutions instead of a meeting
A resolution in writing signed by all directors is as valid as one passed at a directors' meeting (CBCA s. 117(1), OBCA s. 129(1)). A resolution in writing signed by all shareholders entitled to vote is as valid as one passed at a shareholders' meeting (CBCA s. 142(1), OBCA s. 104(1)), and can satisfy the annual meeting requirement.
What annual resolutions usually cover
| Item | Who signs | CBCA | OBCA |
|---|---|---|---|
| Approve financial statements | Directors, then shareholders receive them | s. 155 | s. 154 |
| Elect directors | Shareholders | s. 106 | s. 119 |
| Not appoint an auditor | All shareholders, including non-voting | s. 163 | s. 148 |
| Timing of annual meeting | n/a | s. 133 | s. 94 |
Don't forget the annual return
Annual resolutions are internal records. The annual return is a separate filing with Corporations Canada or the Ontario Business Registry. Our annual resolution templates include a resolution authorizing the filing and confirming the ISC register review.
Sources
This guide is general information, not legal advice. Laws change; confirm current requirements with the statute or a lawyer.