A Directors’ Resolution, also known as a corporate resolution, is a document that records decisions made by a corporation’s board of directors. It can be used during a meeting or in lieu of a meeting. Directors’ Resolutions must follow any rules in the corporation’s Corporate Bylaws or Articles of Incorporation. 

Using LawDepot’s Directors’ Resolution template helps create a legal record of any official actions taken by a corporation’s directors. Resolutions are stored in a corporation’s Minute Book, along with other essential corporate documents. 

In Canada, boards should use Directors’ Resolutions to ensure their company is legally compliant and following good corporate governance. Under the Canada Business Corporations Act, corporations are legally required to record resolutions (i.e., decisions) and other meeting minutes in their Minute Book. 

In addition, Directors’ Resolutions enable boards to make decisions and manage their corporation even when they can’t have physical, formal meetings. We’ll explore this idea further in the next section.

There are two ways Canadian corporations can use a Directors’ Resolution: to record a decision made at a directors meeting or pass a resolution without a meeting. Let’s break it down.

1. During a physical or remote meeting

Typically, a corporation’s board of directors holds meetings to govern the company. Corporations Canada states that board meetings can be held whenever and wherever the board wishes. Usually, any regulations around directors’ meetings will be outlined in the corporation’s Corporate Bylaws or Articles of Incorporation. 

If your board is holding a physical meeting, LawDepot’s template allows you to enter all relevant meeting details, including where and when the meeting will be held, who will run it (i.e., the chairperson of the board), and who will serve as the meeting’s secretary. 

Once the meeting has been completed and all necessary decisions have been approved, all present directors will sign the resolution, which makes the decisions official. 

Alternatively, during meetings, directors can record decisions (i.e., resolutions) directly in the Meeting Minutes. In this case, a director puts forward a “motion” that is put to a vote. If a sufficient number of directors vote in favour of the motion, then it passes as a resolution and is recorded in the minutes rather than a separate Directors’ Resolution document.

2. In lieu of a meeting

Sometimes, holding meetings can be difficult, especially if several directors live in different cities or have busy schedules. 

With LawDepot’s template, you can use a written Directors’ Resolution to document decisions in lieu of a physical meeting. Simply generate the resolution using our questionnaire and send it to each of the corporation’s directors. Once the document has been signed by all parties, the decision is officially made.

Using a Director’s Resolution can also be beneficial for smaller corporations with only one director. A singular director doesn’t hold meetings by themselves to pass resolutions. However, they still need to record their decisions to practice good corporate governance. Therefore, a Directors’ Resolution can be helpful.

Your board of directors can use our Directors’ Resolution template to record a variety of corporate decisions, including but not limited to:

• Appointing an officer
• Approving a loan
• Entering into a contract
• Purchasing or selling a corporate asset

Additionally, your board may choose to write their own resolution for other director-approved decisions, including:

• Approving financial statements
• Issuing shares
• Calling director or shareholder meetings
• Nominating directors or officers

When using our board resolution template, there are four main components you must include:

Both Directors’ Resolutions and Shareholders’ Resolutions are used to record decisions. However, it is important to understand the difference between these two documents and who uses them.

Here are the key differences between Directors’ Resolutions and Shareholders’ Resolutions: 

If a board of directors is using a written resolution in lieu of a meeting, then all directors must sign the resolution in order for the decisions to be official.

However, if your board of directors uses a Directors’ Resolution at an official meeting, the document may only need to be signed by the directors present at the meeting, or alternatively, the secretary and/or chairperson of the meeting. Ultimately, your Articles of Incorporation or Corporate Bylaws should dictate the specific requirements for signing, as well as quorum requirements, proxy voting rules, etc.