Document background
The Written Resolution In Lieu Of Annual General Meeting is utilized when Canadian corporations wish to handle annual corporate matters efficiently without conducting a physical meeting. This approach is particularly valuable for companies with a small number of shareholders or those seeking to expedite the approval process. The document must comply with Section 142 of the Canada Business Corporations Act (or equivalent provincial legislation) and requires unanimous written consent of all shareholders entitled to vote, unless the articles or by-laws specify otherwise. It typically includes approval of financial statements, election of directors, appointment of auditors, and any special business requiring shareholder approval. This method of obtaining shareholder approval is widely recognized in Canadian corporate practice and creates a valid corporate record when properly executed and stored in the corporate minute book.
