Shareholders’ written resolution

A buyer or seller meets this when a corporation must approve a step and no meeting is called. Both Acts require a copy of every such resolution to be kept with the minutes of shareholders’ meetings. See minute book updates after a share purchase and directors’ resolution. This entry covers the CBCA and Ontario’s OBCA.

Federal (CBCA)

Section 142(1) of the CBCA covers a written resolution signed by all the shareholders entitled to vote on it. It does not apply where a director submits a written statement under section 110(2) or an auditor under section 168(5). A resolution dealing with all matters required for a meeting, signed by all shareholders entitled to vote, satisfies the Act’s meeting requirements.

Ontario (OBCA)

Section 104 is similar, with matching exceptions for a director’s written statement and an auditor’s written representations, and allows an attorney authorized in writing to sign. For a corporation that is not an offering corporation, a resolution signed by holders of at least a majority of the shares entitled to vote on it is as valid as an ordinary resolution passed at a meeting. Section 104(3) then requires the corporation to give written notice of the resolution, within 10 business days, to the shareholders entitled to vote on it who did not sign. Where articles or a unanimous shareholder agreement require a greater number of votes, section 104(5) makes that the number of signatures required.