Minutes of Annual Shareholders Meeting | Canada

Prepare the Minutes for a meeting of the Board of Directors of a Canadian corporation with this downloadable template form.

• The Minutes contain sections for:
  • constitution of the meeting, and determining if a quorum is present,
  • old business which requires attention,
  • the introduction of new business,
  • adjournment of the meeting.
• The template can be used by any company incorporated under a Business Corporations Act across Canada. A French language version is required in Quebec.
• This Canada Minutes of Directors Meeting template is provided in MS Word format.

Prepare the Annual Resolutions of the shareholders and directors of a Canadian business corporation with this package of forms.

• In small privately held corporations, it is common to pass Resolutions instead of holding a formal annual meeting, to deal with all the business that must be covered in the corporation's annual meeting.
• This package is a convenient time-saver for corporate lawyers and paralegals. It contains the following template forms:

1. 1. Resolution of the directors appointing the corporate officers and approving the financial statements.
   2. Resolution of the voting shareholders approving the financials and electing the directors.
   3. Resolution of all of the shareholders appointing auditors or waiving the audit requirement.
   4. Cover letter to be sent by a law firm to its corporate clients, enclosing the forms and giving instructions to the client.

• This package of Canada Annual Resolutions Forms can be used for federal companies and in Alberta, British Columbia, Saskatchewan, Ontario, New Brunswick, Nunavut, Yukon and Northwest Territories. French language translation required for Quebec.

Download this package of minute book forms to organize a Canadian business corporation.

This package contains the forms that the Business Corporations Act requires a corporation to keep in its Minute Book, including:

1. a set of corporate By-laws;
2. organizational resolutions of the initial directors and shareholders;
3. Consent to Act forms to be signed by each director and / or officer of the company;
4. a register of share transactions to record the initial share issuances;
5. shareholder ledgers, to be filled out for each shareholder;
6. register of directors and managers of the corporation.

This Minute Book Forms Package is downloadable and easy to use, and contains everything you need to organize a new business corporation in Canada.

Prepare Minutes for a Special Meeting of Shareholders with this Canadian corporate minutes template.

Keep accurate corporate records with this professionally drafted Special Meeting of Shareholders Minutes template for Canadian corporations. This downloadable and fully editable document helps you create a clear written record of the decisions made at a special shareholders' meeting, supporting good corporate governance and helping your corporation maintain complete minute book records.

Whether your corporation is federally incorporated under the Canada Business Corporations Act (CBCA) or incorporated under a provincial or territorial Business Corporations Act, this template provides a practical framework for documenting special shareholder business.

Download instantly after purchase and customize the document in Microsoft Word to suit your corporation's specific circumstances.

What's Included in the Template

This Canadian Special Meeting of Shareholders Minutes template includes sections for:

• Constitution and opening of the meeting.
• Confirmation of quorum.
• Appointment of the chair and secretary of the meeting.
• Details of the special business considered.
• Shareholder resolutions and voting results.
• Adjournment of the meeting.
• Signature blocks for the appropriate officers.

Why Use This Template?

• Designed for Canadian corporations.
• Suitable for federal and most provincial corporate statutes.
• Fully editable Microsoft Word format.
• Easy to customize for your specific corporate needs.
• Affordable alternative to having to prepare routine corporate minutes from scratch. Reuse the template as often as necessary.
• Ideal for maintaining a complete and well-organized corporate minute book.
• Instant download immediately after purchase.

Note: A French translation may be required for use in Quebec and Nova Scotia.

Who Can Use This Template?

This template is appropriate for:

• Federal corporations incorporated under the Canada Business Corporations Act
• Corporations incorporated under a provincial or territorial Business Corporations Act
• Private and public corporations that are required to maintain a corporate minute book

Frequently Asked Questions

What constitutes a special meeting of shareholders?

A special meeting of shareholders in Canada is a meeting called to consider one or more specific matters that cannot wait until the annual meeting or that require shareholder approval outside the ordinary annual business of the corporation.

Examples of matters commonly dealt with at a special meeting include:

• Amending the corporation's articles.
• Approving an amalgamation or merger.
• Authorizing a sale of substantially all of the corporate assets.
• Approving a corporate reorganization.
• Considering other matters requiring shareholder approval under applicable provincial legislation or the corporation's governing documents.

Under the Canada Business Corporations Act, all business conducted at a shareholders' meeting other than the routine annual matters—such as receiving financial statements, electing directors, appointing the auditor, and approving previous minutes—is considered special business.

Who can call a special meeting of shareholders?

In general, the directors of a Canadian corporation may call a special meeting of shareholders at any time that they consider necessary. However, the CBCA also gives shareholders an important right. Under s. 143 of the Canada Business Corporations Act:

(t)he holders of not less than five per cent of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.

If the directors fail to call the meeting within 21 days after receiving a valid requisition, the requisitioning shareholders may, in many cases, call the meeting themselves in accordance with the Act.

NOTE: Provincial Business Corporations Act legislation may have different requirements. For example, the Quebec Business Corporations Act (chapter S-31.1) requires the holders of 10% of the voting shares to sign the requisition.

Learn more about special shareholder meetings:

• Canada Business Corporations Act, Part XII—Shareholders
• "Navigating shareholder activism: The role of shareholder-called meetings" | Lexpert.ca

Are shareholder meeting minutes legally required in Canada?

All business corporations incorporated federally or provincially in Canada are required to maintain records of shareholder meetings as part of their corporate records and minute book documentation.

Properly prepared minutes provide evidence of the decisions taken by the directors and approved by shareholders and are important for legal, tax, banking, financing, and regulatory purposes.

Can I edit the document template?

Yes. The template is supplied in an editable Microsoft Word format so you can modify it to reflect the particulars of your corporate meetings, resolutions, and participants.

Is this template suitable for all provinces?

Yes. The template is intended for use by corporations incorporated federally or under any provincial or territorial Business Corporations Act. As corporate legislation varies slightly between jurisdictions, you should review the document to ensure it meets your corporation's specific requirements. A French-language version may be required for use in Quebec and Nova Scotia.

Maintain Accurate Corporate Records

Well-prepared shareholder meeting minutes demonstrate sound corporate governance, preserve an accurate history of shareholder decisions, and help maintain the legal integrity of your corporation's minute book.

Download this Canadian Special Meeting of Shareholders Minutes template today and create professional corporate records quickly, affordably, and with confidence.

Under Canadian corporations laws, the shareholders of a corporation must elect or appoint the directors. Use this easy template to prepare the required Shareholders Resolution.

• By passing the Resolution, the shareholders appoint the directors for the ensuing year.
• Each director being appointed must consent to act in that capacity. This template also contains a Consent to Act form to be signed by each of the incoming directors.
• You can re-use this downloadable form each year at the annual meeting of shareholders. Buy it, save it as a template, and prepare it for signature.
• This form can be used by federal corporations and by companies incorporated under any provincial Business Corporations Act except Quebec. English language version only.