Directors written resolution template Quebec and Canada
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Free template to adapt to your situation: replace the sample information (names, addresses, dates, amounts, references) with your own.
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Written Resolutions of the Directors of [Corporation Name Inc.]
(the “Corporation”), adopted pursuant to the [Business Corporations Act (Quebec) / Canada Business Corporations Act]
The undersigned, being all the directors of the Corporation, hereby adopt the following resolutions, which are as valid as if passed at a meeting of the board of directors.
1. [Opening of a bank account and signing officers]
THAT the Corporation open an account with [financial institution], branch [___];
THAT [first and last name] and [first and last name] be authorized to sign, [alone / jointly], all cheques, transfers and banking documents on behalf of the Corporation.
2. [Declaration of a dividend]
THAT the Corporation declare a dividend of $[amount] per share on the Class [___] shares, payable on [date] to shareholders of record on [date], the directors having determined that the Corporation will, after such payment, be able to pay its liabilities as they become due.
3. [Issuance of shares]
THAT the Corporation issue [number] Class [___] shares to [first and last name] for a consideration of $[amount], fully paid in [money / property having a value of ___], and that a certificate be issued or an entry made in the securities register accordingly.
4. [Authorization of a contract]
THAT the Corporation enter into a [lease / loan agreement / sale agreement] with [counterparty] substantially in the form submitted to the directors, and that [first and last name, title] be authorized to sign it and to do all things necessary to give effect thereto.
These resolutions may be signed in counterparts and by electronic means.
Signed on [date].
[Director 1]: ______________________________ [Director 2]: ______________________________
Free, no sign-up. Replace the sample information with your own.
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Drafting notes
- Both the Quebec and federal statutes allow written resolutions in lieu of a meeting, provided they are signed by all directors entitled to vote.
- A dividend may be declared only if the corporation meets the solvency test; directors who authorize a dividend in breach of it may be held personally liable.
- Shares may not be issued until fully paid in money or in property or past services not less in value than the money equivalent.
- File the signed resolution in the minute book; banks and notaries will often require a certified copy.
How to use this template
- Download the letter in Word or PDF with the button above.
- Adapt it to your situation: your contact information, the recipient’s, the facts, dates and amounts.
- Send it and keep a dated copy.
About the author
Sonia Pin Legal counsel, business law
Sonia Pin is a legal professional specializing in business law and commercial litigation. She drafts and updates the contract and letter templates published on Avocat Montréal, with a focus on Quebec civil law (Civil Code of Québec) and the practical requirements of the courts and administrative tribunals.
