Shareholder Resolutions in Canada: A Complete Guide

Shareholder resolutions record decisions reserved for the corporation's owners — the people who actually hold the shares, not just those who sit on the board. Under Canadian corporate law, some decisions can only be made by shareholders, not directors, and those decisions must be documented as shareholder resolutions kept in the minute book.

This guide covers what a shareholder resolution is under Canadian corporate law, the difference between ordinary and special resolutions, how single-shareholder corporations handle the paperwork, the annual package every corporation must pass, and how to reconstruct missing shareholder resolutions from prior years.

Not sure where shareholder resolutions fit in the overall minute book? Start with Where Every Document Belongs in Your Minute Book for the map, and Director Resolutions in Canada for the board-side equivalent.

What is a shareholder resolution?

A shareholder resolution is a formal decision made by the corporation's shareholders — the people who own the shares — as opposed to the directors, who manage the corporation on the shareholders' behalf. Under the Canada Business Corporations Act (s. 106) and every provincial equivalent — Ontario's OBCA, Alberta's ABCA, BC's Business Corporations Act, Quebec's QBCA — certain decisions are legally reserved for shareholders, and those decisions must be made through shareholder resolutions.

The core decisions that only shareholders can make include:

• Electing (or removing) directors
• Appointing or waiving the appointment of an auditor
• Approving the financial statements presented by the directors at the annual meeting
• Amending the articles of incorporation — name changes, class-of-share changes, restrictions on transfer
• Approving fundamental corporate changes — continuing to another jurisdiction, amalgamating with another corporation, dissolving voluntarily
• Approving the sale of all or substantially all of the corporation's assets

Every shareholder resolution goes in the resolutions section of the minute book, in chronological order, signed by the shareholders as required for the specific type of resolution.

Ordinary vs. special resolutions

Canadian corporate law recognizes two thresholds for shareholder approval:

Ordinary resolution — simple majority. More than 50% of the votes cast by shareholders entitled to vote. Ordinary resolutions cover routine matters: electing directors, appointing the auditor, waiving the auditor's appointment (for private corporations), approving the financial statements, ratifying a director's action.

Special resolution — two-thirds majority. 66.67% (two-thirds) of the votes cast, or a higher threshold if the articles or by-laws specify one. Special resolutions cover fundamental changes to the corporation's constitution — anything that changes the corporation's articles, restrictions on transfer, class structure, or existence.

The threshold matters because it determines both what majority you need to pass the resolution and, in some cases, what other filings must follow. A special resolution amending the articles triggers a filing of the amendment with the corporate registry (through a separate government form) — the resolution itself stays in the minute book, but its consequence becomes a public filing.

Resolution in writing vs. minutes of a meeting

Like director resolutions, shareholder resolutions can be recorded two ways:

Resolution in writing (in lieu of meeting). The decision is drafted and signed by every shareholder entitled to vote — not just the majority. This is called a "unanimous written resolution" and is the standard method for small Canadian corporations. The catch is that it requires 100% shareholder buy-in; even a single dissenting or absent shareholder means the resolution cannot be passed by written consent, and a formal meeting must be held instead.

Minutes of a meeting. The corporation holds an actual shareholders' meeting — in person, by teleconference, or by video — where shareholders vote and the results are recorded in minutes signed by the meeting chair and secretary.

For a typical small Canadian corporation where the shareholders are also the directors, unanimous written resolutions are the standard method. They avoid the formality and cost of holding an actual shareholders' meeting for what is often routine business.

Single-shareholder corporations

Many small Canadian corporations have exactly one shareholder — often the founder, or a family holding company. Single-shareholder corporations still need shareholder resolutions; the paperwork just gets much simpler.

A single-shareholder corporation passes a written resolution of the sole shareholder — a one-page document signed by that shareholder alone, which is legally equivalent to a full shareholders' meeting. The resolution still must exist, still must be dated, and still must be in the minute book. Skipping it — because "there's only one of me, why bother?" — creates the exact same gap that a multi-shareholder corporation would create by skipping meetings.

Annual shareholder resolutions: the yearly package

Every Canadian corporation — including single-shareholder corporations — must pass annual shareholder resolutions each year. The standard package covers:

• Electing (or re-electing) the directors for the coming year
• Waiving the appointment of an auditor (for most private corporations) — under the CBCA s. 163 and provincial equivalents, private corporations can waive the auditor requirement by unanimous shareholder resolution
• Approving the financial statements presented by the directors

Law firms sometimes call this the "change the dates" package because for most small corporations the substance repeats every year. But skipping it means the corporation has no legally elected directors, no valid auditor waiver, and no shareholder approval of the financials — problems that surface at the worst possible time, during a financing, a sale, or a CRA review.

Important: annual shareholder resolutions are not the same as your annual return. The annual return is a government filing that keeps your corporation active on the public registry (we file those — see our annual return service). Annual shareholder resolutions are internal minute-book documents. You need both, every year.

The directors' half of the annual package is covered in Director Resolutions in Canada.

What if you missed multiple years?

Corporations that have skipped annual shareholder resolutions for several years face a specific problem: they have no legally elected directors, no valid auditor waiver, and no shareholder approval of past financials. When a buyer or bank asks to see the shareholder resolutions, they will find nothing.

The fix is a retroactive annual package — shareholder resolutions dated and signed to cover the missed years, together with matching directors' resolutions. Our Minute Book Update service reconstructs missing annual packages from the corporation's registry record and financial history, filing gaps of 1 to 15+ years.

Have CRS prepare your shareholder resolutions

Corporate Registry Services prepares shareholder resolutions for $79 all-in + GST per resolution set — including the annual shareholders' package, one-off special resolutions (amending the articles, approving a fundamental change), and unanimous written resolutions for single- or multi-shareholder corporations. Delivered as ready-to-sign PDFs, professionally formatted, with any accompanying register or filing forms.

Order a shareholder resolution now → · Search your corp, pick the resolution type, pay $79 + GST.

Related: Director Resolutions covers the board-side equivalent, Share Certificates covers the share issuance paper trail, and Corporate By-Laws covers the by-laws that shareholders confirm at each annual meeting.