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Corporate & business
A formal resolution by the Board of Directors to appoint or designate an individual to act as an authorized representative on behalf of the corporation. Applicable to Ontario-incorporated businesses.
Also known as
BOARD RESOLUTION
We, the undersigned Directors of the Board of ______ and ______ a corporation duly organized and existing under the laws of ______ having its registered address at ______ hereby resolve and declare that:
The Company is ______.
The Company has designated ______ , ______ of the Company to represent the Company in the matter of ______.
BE IT RESOLVED that the Board appoints and designates ______ to serve as the authorized representative of the Company in all matters concerning ______ within the Province of ______, Canada.
The appointment/designation carries with it the authority to represent and bind the Company and/or sign all necessary documents respecting the matter subject herein such as but not limited to the Employment Contract, Special Power of Attorney and
Manpower Request.
How it works
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A board resolution is a formal written record of a decision made by a corporation's directors. It authorises a specific action: appointing someone to act on behalf of the company, opening a bank account, entering into a contract, or granting signing authority.
Banks, government offices, and counterparties routinely ask for a certified or notarized copy before they will deal with anyone claiming to represent a corporation. Without one, third parties have no way to confirm that the person in front of them actually has corporate authority.
Ontario and federal corporations use board resolutions any time directors need to put an official decision on paper. Common situations include the following.
Under the Ontario Business Corporations Act (OBCA), directors may pass resolutions at a properly called meeting where a quorum is present. Alternatively, a written resolution signed by all directors entitled to vote on the matter has the same legal force as one passed at a formal board meeting.
The Canada Business Corporations Act (CBCA, s. 117) contains an equivalent provision for federally incorporated companies. This written consent approach is sometimes called a resolution in lieu of meeting.
The more specific the resolution, the more readily a bank or registry will accept it. Our template collects the essentials.
A resolution is legally valid once properly passed by the directors. Notarization is not required for the resolution to take effect between the corporation and its directors.
However, banks, foreign registries, real estate lawyers, and government agencies frequently require a notarized copy to confirm that the resolution and signature are genuine. Notarization adds an independent verification of identity and signature that satisfies their due diligence requirements.
The signing director or officer attends with valid government-issued photo ID. The notary verifies their identity, watches them sign (or acknowledge their existing signature), and applies the notarial seal and certificate.
If the resolution is needed for use outside Canada, the notarized copy may require further authentication. For Hague Convention countries, you will need an apostille from Global Affairs Canada. For non-Hague countries, full authentication (notarization, provincial authentication, then consular legalisation) may be required.
We can advise on the next steps after notarization so the document is accepted in the destination country.
Frequently asked
Fill it in online, download a ready-to-sign PDF, then bring it in and we will notarize it, in person across Ottawa or online.