A Canadian Board Resolution is a formal written document by which the board of directors of a corporation authorizes or approves a specific corporate action. Under the Canada Business Corporations Act (CBCA, R.S.C. 1985, c. C-44), the board of directors manages or supervises the management of the business and affairs of the corporation (s.102(1)), and board resolutions serve as the official record of board decisions.

Board resolutions can be passed at a duly convened meeting of directors or as a written resolution in lieu of a meeting. Under CBCA s.117(1), a resolution in writing signed by all directors entitled to vote on that resolution is as valid as if it had been passed at a properly constituted meeting. Provincial equivalents include the Ontario Business Corporations Act (OBCA, R.S.O. 1990, c. B.16, s.129), the British Columbia Business Corporations Act (BCBCA, S.B.C. 2002, c. 57, s.140), and the Alberta Business Corporations Act (ABCA, R.S.A. 2000, c. B-9, s.116). The resolution documents exactly what was authorized, when it was authorized, and which directors approved the action.

Canadian directors owe fiduciary duties under CBCA s.122 to act honestly and in good faith with a view to the best interests of the corporation. The board resolution creates the formal paper trail demonstrating that these duties were fulfilled. The distinction between ordinary and special resolutions matters significantly in Canadian corporate law. An ordinary resolution requires a simple majority of votes cast, while a special resolution requires at least a two-thirds majority as defined in CBCA s.2(1), and is required for fundamental corporate changes such as amending articles or authorizing amalgamation.

A Canadian Board Resolution is required for virtually every significant corporate action. Opening or modifying corporate banking relationships is the most common trigger because Canadian financial institutions uniformly require a certified board resolution authorizing specific individuals to operate accounts, sign cheques, and execute financial instruments on behalf of the corporation before they will open or modify a corporate account.

Board resolutions are essential for appointing or removing officers such as the president, secretary, treasurer, or chief financial officer, documenting the appointment and the officer's authority and compensation terms. Resolutions authorize contracts and transactions beyond the ordinary course of business, including commercial leases, acquisitions, share issuances, dividend declarations, significant capital expenditures, and borrowing from financial institutions. Canadian lenders routinely require a certified copy of the board resolution authorizing the corporation to enter into loan agreements.

Additionally, board resolutions are needed for corporate governance actions such as approving annual financial statements, appointing auditors (subject to shareholder confirmation), establishing board committees, adopting or amending by-laws under CBCA s.103(2), and ratifying actions taken by officers between board meetings. For corporations with directors in multiple provinces or countries, written resolutions in lieu of meetings under CBCA s.117(1) eliminate logistical challenges while maintaining legal validity. The corporation must retain the signed resolution in its minute book as part of the permanent corporate records alongside articles of incorporation, by-laws, and the share register.

A valid Canadian Board Resolution must identify the corporation by its full legal name and federal or provincial incorporation number, and state whether the corporation is incorporated under the CBCA or a provincial Business Corporations Act. The resolution must be dated and must reference the applicable statutory provision for written resolutions in lieu of meetings, such as CBCA s.117(1) or its provincial equivalent.

The operative clause must describe the action being authorized with sufficient specificity to eliminate ambiguity. For banking resolutions, identify the financial institution, account type, and authorized signatories with their signing authority limits. For officer appointments, state the officer's name, title, duties, and compensation. For contract authorizations, identify the contract, counterparty, and material terms including any amounts in Canadian dollars (CAD).

Every director entitled to vote must sign a written resolution in lieu of meeting. Unlike resolutions passed at meetings, written resolutions under CBCA s.117(1) require unanimous consent of all directors, not merely a majority or two-thirds vote. If even one director refuses to sign, a formal meeting must be convened. Include a recital confirming that the directors have considered the best interests of the corporation in accordance with their fiduciary duties under CBCA s.122. The signed resolution must be filed in the corporation's minute book alongside the articles of incorporation, by-laws, and share register as part of the permanent corporate records required under CBCA s.20.