Your Board Made a Decision. Without a Resolution, It Didn't Happen.
Corporate resolutions are the legal record that a decision was properly authorized. Without them, transactions can be challenged, tax positions denied, and your bank won't help you. Here's what you need to know.
A corporate resolution is a written record of a formal decision made by a company’s directors or shareholders. It’s the mechanism by which a corporation — which is a legal person but cannot think or speak for itself — documents its decisions.
Resolutions aren’t bureaucratic box-ticking. They’re legal evidence that a decision was properly authorized. Without them, transactions can be challenged, tax positions can be denied, and liability can land on individual directors or officers.
Two types of resolutions
Director resolutions
Made by the board of directors. Directors are responsible for the management of the corporation, so most operational and financial decisions are director resolutions. Examples:
- Appointing or removing officers (CEO, CFO, Secretary)
- Opening a bank account or authorizing signing officers
- Approving a budget or capital expenditure above a threshold
- Issuing shares
- Approving a contract above a certain value
- Declaring a dividend (subject to solvency test)
- Approving financial statements
- Authorizing borrowing or granting security
Shareholder resolutions
Made by the shareholders. Some decisions are reserved for shareholders because they affect their ownership or the fundamental nature of the corporation. Examples:
- Electing directors
- Approving major changes to articles (e.g., changing the corporation’s name or authorized share structure)
- Approving an amalgamation or sale of substantially all assets
- Approving amendments to by-laws
- Passing a unanimous shareholder agreement (USA)
Ordinary vs. special resolutions
Ordinary resolutions require approval by a simple majority (more than 50%) of votes cast. Most director resolutions and routine shareholder decisions are ordinary resolutions.
Special resolutions require approval by at least two-thirds (66⅔%) of votes cast. They’re required for fundamental changes like amending articles, changing the company’s name, or approving a sale of the business.
How resolutions are passed
Resolutions can be passed in two ways:
At a meeting — Directors or shareholders meet (in person, by phone, or by video), a quorum is present, the resolution is moved and voted on, and minutes of the meeting are recorded.
In writing (written resolution or consent resolution) — All directors (or shareholders holding enough shares to pass the resolution) sign a written resolution without holding a meeting. Most private companies use written resolutions for routine matters since it’s faster and simpler.
When you definitely need a resolution
Some situations require a signed resolution before anyone will help you:
- Opening a bank account — Banks require a director resolution identifying authorized signing officers
- Applying for financing — Lenders require authorization from the board to borrow
- Issuing shares — Each share issuance must be authorized by a director resolution
- Filing taxes — Dividend payments and intercompany transactions should be authorized
- Real estate transactions — Lawyers require resolutions authorizing the purchase or disposition
Common mistakes
“We just agreed over Slack.” An informal agreement between directors or shareholders has no corporate legal effect. It must be documented as a resolution to bind the corporation.
Undated resolutions. A resolution without a date is difficult to enforce and useless in a dispute.
Resolutions signed by the wrong people. A shareholder resolution signed only by directors has no effect. Make sure the right class of decision-maker signs.
Missing organizational resolutions. The very first set of director resolutions after incorporation — appointing officers, adopting by-laws, authorizing a bank account — is often skipped entirely, and is one of the largest gaps young companies typically discover in their minute books during diligence.
How Corpbook helps
Corpbook provides resolution templates for the most common situations, pre-filled with your company’s details and current officer/director information. You draft and review a resolution from a template, and every resolution is linked to the directors, officers, shares, or transactions it affects, so your minute book stays internally consistent as you go.
Stop drafting board resolutions in Word.
Start keeping your corporate records the right way
Corpbook gives Canadian companies a complete minute book, director and officer registers, share and cap table records, transparency / ISC register management, resolutions, meeting records, and ongoing compliance tracking — purpose-built and ready from your first login.
Not legal advice
Corpbook is a corporate records, governance, and compliance platform for Canadian companies — covering minute books, director and officer registers, share and cap table records, transparency / ISC register management, resolutions and meeting records, document storage, and ongoing compliance tracking. Posts on this site are for general informational purposes only and do not constitute legal, tax, or financial advice. Nothing on this site should be read as a representation or warranty by Corpbook regarding security outcomes, regulatory compliance, or assumption of liability for any data breach, loss, damages, or regulatory exposure. For advice specific to your situation — including obligations under PIPEDA, PIPA, the Business Corporations Act (BC), the Canada Business Corporations Act, the Business Corporations Act (Ontario), or other applicable corporate or privacy legislation — consult a qualified Canadian corporate lawyer.