Corporate & business
Shareholder Resolution in Writing (Ontario)
Free template from Minute Notary, an Ontario notary office. A written resolution signed by the shareholders of an Ontario corporation in place of a meeting, for an ordinary or a special resolution.
No charge until a notary signs it
Word files are editable. Review any changes carefully before signing or uploading.
Also known as
- Written resolution of shareholders
- Shareholders' resolution in lieu of meeting
- Unanimous shareholder resolution
+2 more names
- Special resolution of shareholders
- OBCA shareholder resolution
The blanks fill themselves in as you type.
- Scope
- General template, not legal advice
- Formats
- PDF + editable Word downloads
- Builder
- Live preview as you type
Shareholder Resolution in Writing (Ontario)
A compact preview of this template
01The corporation
Exact legal name of the corporation
Type of resolution and who signs it
Shareholders signing
RESOLUTION OF THE SHAREHOLDERS OF ______
Ontario corporation number ______ (the “Corporation”)
The resolutions below are passed as ______, in writing and without a meeting, under section 104 of the Business Corporations Act (Ontario).
Background
______
Resolutions
RESOLVED that ______
RESOLVED that any director or officer of the Corporation is authorized to sign every document and do every act needed to carry out these resolutions.
These resolutions take effect on ______.
A copy of these resolutions will be kept with the minutes of the meetings of shareholders.
Signed by the shareholders:
______________________________ | Name: ______ |
I, ______, solemnly declare that the resolutions above were signed by the shareholders named in them and that the contents of this document are true and correct to the best of my knowledge and belief, and I make this solemn declaration conscientiously believing it to be true and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act.
Signed and sworn (or affirmed/declared) before me by videoconference in Ottawa, Ontario, while the Affiant(s)/Declarant(s) were located in ______________________, on ______________________, pursuant to O. Reg. 431/20, and Electronic Commerce Act, 2000.
______________________________ | ______________________________ |
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How it works
Prepare your document, one step at a time.
Answer the questions, choose the download you need, then continue with signing or booking.
Overview
About this document
- 02
When you need one
Shareholders commonly sign a written resolution to:
- elect or remove directors, or appoint the auditor or accountant;
- approve the annual financial statements;
- approve a change to the articles, such as a new name, by special resolution;
- show a bank, lender or land registry office that the shareholders approved a transaction.
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What to include
Have these ready:
- The corporation's exact name and Ontario corporation number, as on its articles.
- Whether it is an ordinary or a special resolution, and who signs it.
- A short background statement, then each decision as a separate resolution.
- The date it takes effect.
- Each shareholder's name and the number and class of shares they hold.
- 04
Official source and who accepts it
Section 104 of the Business Corporations Act (Ontario) governs written resolutions. A copy of every written resolution must be kept with the minutes of the shareholders' meetings, in the corporation's minute book.
When a bank, lender, land registry office or foreign authority asks for proof of a resolution, it usually wants a copy certified by a director or officer, often with a certificate of incumbency, or a copy certified by a notary against the signed original. Ask which it accepts. A decision of the directors uses a board resolution instead.
- 05
Common mistakes
Avoid these:
- Treating a special resolution as passed when not every voting shareholder signed it.
- Passing an ordinary resolution by majority signature and not notifying the other voting shareholders within 10 business days.
- Getting the corporation's legal name or number wrong.
- Using a shareholder resolution for a decision the directors must make, or the reverse.
- Leaving the signed original out of the minute book.
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How to get it notarized in Ontario
Fill in the form on this page and download a clean, ready-to-sign PDF. The shareholders sign the resolution itself on paper; no notary is required by law for the resolution to be valid.
When a bank, registry or receiver abroad wants the resolution sworn or notarized, book an appointment with Minute Notary. The template ends with a solemn declaration that a shareholder or officer makes before the notary: commissioned by video from anywhere in Ontario under Ontario's remote commissioning rules (O. Reg. 431/20), or in person on a mobile visit. A notarized paper original, or the shareholders' signatures themselves witnessed, is done in person.
Good to know
Before you fill it in.
Short notes on this template. Worth a minute before you start.
- 01
Prepared for use in Ontario. A general template, not legal advice.
- 02
Notarize online by video across Ontario, or in person anywhere in Ontario.
- 03
Sign in front of the notary, who administers your oath or affirmation and applies the seal.
Frequently asked
Questions about the Shareholder Resolution in Writing (Ontario)
- Do all shareholders have to sign?
- For a special resolution in writing, yes: every shareholder entitled to vote. For an ordinary resolution of a corporation that is not an offering corporation, the holders of at least a majority of the voting shares can sign, but the corporation must send written notice to those who did not sign within 10 business days.
- My bank wants a certified copy. What does that mean?
- A director or officer can certify that the copy is true and still in force, or a notary public can compare the copy with the signed original and certify it in person. Ask the bank which one it needs before your appointment.
- Does a notary need to be there when shareholders sign?
- No. A shareholder resolution is valid without a notary. A notary comes in only when an institution asks for it: the closing declaration can be commissioned by video, while a notarized paper original, a witnessed signature or a certified copy of the signed original is done in person.
- How is this different from a board resolution?
- Directors manage the corporation and pass board resolutions for decisions such as opening a bank account. Shareholders decide the matters the Act or the articles leave to them, such as electing directors or changing the articles.
- Can someone sign for a shareholder?
- Section 104 allows a shareholder's attorney authorized in writing to sign. Keep a copy of that written authority with the minutes.
Keep exploring
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Fill it out - 04Statutory Declaration of Trade or Operating Name in Use
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Fill it out
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