Annual resolutions for Ontario corporations
The yearly paperwork that replaces an annual meeting for most small OBCA corporations.
| Annual meeting | Within 15 months of the last one, OBCA s. 94 |
| Written instead | Allowed, OBCA s. 104 |
| Audit exemption | All shareholders consent, OBCA s. 148 |
| Annual return | Filed on the Ontario Business Registry |
Why annual resolutions
Section 94 of the OBCA requires an annual meeting of shareholders. Section 104 lets shareholders sign a written resolution instead, which is how most closely held corporations handle it.
Directors' resolution outline
- Approve the financial statements for the year
- Confirm acts of officers
- Reappoint officers
- Declare any dividends (subject to solvency tests)
Need the templates?
Included in every Ontario book.
Have us prepare it, CA$89 →Shareholders' resolution outline
- Receive the financial statements
- Elect or confirm directors
- Consent to exemption from audit under s. 148, if all shareholders agree
- Ratify acts of directors
Common trap: signing before statements are ready
Date the resolutions after the financial statements exist. Backdating creates a false record.
Federal corporations
CBCA corporations follow ss. 133, 142 and 163 instead. See our annual resolutions guide for both.
Frequently asked questions
Is there a template in your book?
Yes, annual directors' and shareholders' resolution templates are included.
When are they due?
Tie them to the annual meeting deadline, no later than 15 months after the previous one.
Do I file them?
No, they go in the minute book. The annual return is filed separately.
Sources
This page is general information, not legal advice. We are a document preparation service, not a law firm. Review by a lawyer licensed in your province is recommended.