Prepare Annual Corporate Resolutions of the shareholders and directors of an Ontario corporation with these easy-to-use templates.
The directors and shareholders can pass these Resolutions in lieu of a meeting, which allows them to deal with business generally handled at an annual meeting without actually holding the meeting.
The Resolutions deal with the following items:
- election of a new board of directors;
- appointment of corporate officers;
- approval of the financial statements;
- appointment of the auditors or, alternatively, waiving the audit requirement.
This package of Ontario Annual Corporate Resolutions in Lieu of Meeting is available in MS Word format. Fully customizable to meet your needs.
ANNUAL RESOLUTIONS OF THE VOTING SHAREHOLDERS OF [NAME OF CORPORATION] (the “Corporation”) CONFIRMATION OF ACTS RESOLVED: That all acts, contracts by-laws, proceedings, appointments, elections and payments enacted, made, done and taken by the directors and officers since the last annual meeting of shareholders of the Corporation be and the same are hereby approved ratified and confirmed. FINANCIAL STATEMENTS RESOLVED: That the unaudited financial statements of the Corporation for the fiscal years [year] to and including [year] together with the Accountant’s Reports thereon, be approved and adopted. AUDIT EXEMPTION RESOLVED: That the undersigned shareholders of the Corporation, hereby consent that the Corporation shall be exempt from Part XII of the Business Corporations Act, R.S.O. 1990, C. B16 regarding the appointment and duties of an auditor for the current financial period of the Corporation, and all financial periods since the last annual meeting. APPOINTMENT OF ACCOUNTANTS RESOLVED: That such accountants as have been approved from time to time by the directors are hereby confirmed and appointed the accountants of the Corporation for the period in question and to hold office until the next annual meeting of shareholders or until their successors are appointed, at such remuneration as have been or may be fixed by the directors, the directors being hereby authorized to fix such remuneration. That [name of accounting firm] are hereby appointed the accountants of the Corporation to hold office until the next annual meeting of shareholders or until their successors are appointed, at such remuneration as have been or may be fixed by the directors, the directors being hereby authorized to fix such remuneration. -2- ELECTION OF DIRECTORS RESOLVED: That the following persons are hereby confirmed as directors since the last annual meeting, and are elected as directors of the Corporation to hold office until the next annual meeting of shareholders or until their successors are elected or
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