Legal Forms

Declare a capital dividend for a Canadian business corporation with this template Directors Resolution form.

For tax purposes, it's important that all resolutions are properly passed and actions taken at the correct times.

Resolutions

• The Board of Directors declares the capital dividend on a specific class of shares.
• The corporation makes an election under Section 85 of the Income Tax Act (Canada). The dividend does not become payable until the election is made.

Format and Jurisdiction

This form is available in MS Word format and is editable and reusable. 

This resolution template can be used by business corporations incorporated under a Business Corporations Act throughout Canada.

Prepare a Resolution of the Directors of a Canadian corporation declaring a share dividend with this ready-made template.

This professionally crafted legal template is designed for business owners, corporate directors, and legal professionals in Canada.

This downloadable form helps you formally approve and document the declaration of a dividend on one or more classes of shares, while maintaining compliance with Canadian corporate law.

Why You Need this Directors' Resolution

A share dividend is a strategic way to return cash to shareholders without negatively impacting corporate cashflow. However, each dividend must be properly authorized and documented through a formal directors’ resolution.

This template ensures that the corporation:

• Properly approves the declaration of a dividend.
• Maintains accurate corporate records.
• Complies with the provisions of the Canada Business Corporations Act (CBCA) or applicable provincial legislation.
• Reduces legal risk by clearly documenting decisions of the directors.

What This Template Covers

This ready-to-use downloadable Directors' Resolution template includes all essential components required for a valid share dividend declaration:

• Identification of the corporation and directors
• Details of the share dividend
• Confirmation of board approval
• Reference to the applicable statute (customizable to fit your situation).

Key Benefits

✔ Legally Structured for Canada
Prepared to align with Canadian corporate standards and common legal practices.

✔ Saves Time and Legal Costs
Avoid drafting from scratch—get a reliable, professional document instantly.

✔ Easy to Customize
Editable format allows you to tailor the resolution to your corporation’s specific needs.

✔ Professional Record-Keeping
Ensure your corporate minute book is complete and audit-ready.

How It Works

1. Download the template instantly.
2. Fill in your corporation’s details.
3. Customize share dividend terms as needed.
4. Have the directors review and sign.
5. Insert the signed resolution into your corporate minute book.

Who This Is For

• Small business owners and incorporated entrepreneurs.
• Corporate directors and officers.
• Accountants and legal professionals.
• Anyone managing a Canadian corporation’s records.

Important Information for Users

Does this template work for all Canadian corporations?
It is suitable for most corporations governed by the CBCA or provincial equivalents, but you may customize it as needed.

Is this legal advice?
No. This is a general-purpose template. You should consult a lawyer for advice specific to your situation.

Instant Download - Get Started Today

Simplify your corporate record-keeping and declare share dividends properly with this Directors’ Resolution Template for Canadian Corporations. Download now and put your documentation on solid legal footing.

Before a stock dividend can be paid to a corporation's shareholders, the Directors must pass a resolution to that effect.

• This template Directors' Resolution declares a dividend payable on the corporation's shares of stock.
• The dividend will be paid by way of issuing new shares to the shareholders on a pro rata basis (based on the ratio of their current shareholdings to the aggregate of all outstanding shares issued by the corporation).
• This is a generic corporate form (not country specific).
• Download your copy of the Directors Resolution Declaring Stock Dividend and present it to the Board for signature.

Pass a motion for a cash call on the shareholders of a Canadian corporation with this template Directors Resolution to Authorize Shareholder Cash Call.

• A cash call would be necessary to finance the corporation's operations if its current financial status makes it difficult or impossible to obtain conventional financing from a bank.
• The Board of Directors resolves to go to the shareholders to request an influx of operating capital.
• This is a downloadable and fully editable Microsoft Word form.
• The Resolution template can be used in any Canadian jurisdiction with a Business Corporations Act.

Revoke the signing authority of an officer of a Canadian corporation with this template Resolution of the Board of Directors.

• This template would be used whenever a signing officer resigns or is removed by the Board.
• This is a reusable corporate form. Save it as a template and re-use it as often as you require.
• The template can be used by corporations in any province or territory of Canada which has a Business Corporations Act, including federal companies. A French language translation is required for use in Quebec.
• Download the Canada Directors Resolution Revoking Signing Authority and use it any time there is a change in your company's corporate signing officers.

Set the date of a shareholder meeting for a Canadian corporation with this template Directors Resolution.

• This form can be used by the Board of Directors to fix the date of annual or special meetings of the shareholders.
• The Resolution also authorizes the form and content of the information circular and other documentation which has been prepared for the meeting.
• The Canada Directors Resolution Setting Date of Shareholder Meeting template is provided in MS Word format and is fully editable.
• This Directors Resolution template can be used by any Canadian or provincial corporation which has been incorporated under a Business Corporations Act. The form may not be valid in Quebec.

Before you can use a corporate seal on your company's documents, the directors must adopt the seal by resolution.

Download this free template for your Minute Book, or copy and paste the following text into a new document.

RESOLUTIONS OF THE DIRECTORS OF ________________ (legal name of corporation) (the "Corporation")

ADOPTION OF CORPORATE SEAL

BE IT RESOLVED THAT the seal, an impression of which appears in the margin hereof, is hereby adopted as the corporate seal of the Corporation.


DATED at ______________________ (insert city, province) this ______ day of ________, 20____.

The undersigned being all of the directors of the Corporation, hereby adopt the foregoing resolutions pursuant to the provisions of the Business Corporations Act.


_____________________________
Signature of Director


_____________________________
Signature of Director

Adopt a corporate seal for a U.S. business corporation with this free Directors Resolution template.

• This Resolution would be passed by the directors directly following incorporation of the company, to adopt the form of seal that the company will use on banking and other official documents requiring a seal.
• Available in MS Word format.
• Intended to be used only in the United States.

Adopt any pre-incorporation contracts signed by a principal of a Canadian corporation on behalf of the company with this free template Directors' Resolution form.

• The Board of Directors resolve to adopt any contracts entered into by the authorized signing authority on behalf of the corporation prior to its incorporation.
• The corporation also releases the principal from any liability with respect to the contracts.
• It's common practice for a corporate insider to sign contracts prior to incorporating. This Directors' Resolution binds the corporation by the terms of the contracts as if it had signed on its own behalf.
• This form can be used by any corporation incorporated under a Business Corporations Act, whether under federal or provincial law. Not for use in Quebec.

Pass a Directors Resolution authorizing the payment of employee bonuses with this easy template for Canadian corporations.

• The Board of Directors authorizes bonuses be paid to certain employees, in specified amounts.
• The Board also sets the remuneration to be paid to the directors.
• This Directors Resolution template can be used by federal companies and by companies incorporated in any province or territory of Canada that has a Business Corporations Act. A French translation is required for use in Quebec.
• This downloadable template form can be reused as often as you like.