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Guide
Organizational resolutions for a new corporation
The first decisions that turn a certificate of incorporation into a working company.
Quick answer
| Federal | CBCA s. 104 |
| Ontario | OBCA s. 117 |
| Signed by | All directors, then shareholders |
What they usually cover
- Making General By-law No. 1
- Appointing officers
- Issuing the first shares
- Approving the form of share certificate
- Banking arrangements and financial year end
- Where records are kept
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Directors can act by written resolution signed by all of them (CBCA s. 117, OBCA s. 129), and shareholders likewise (CBCA s. 142, OBCA s. 104).
Common trap: issuing shares without a resolution
Shares paid for but never issued by resolution leave the securities register empty and can create problems later.
Order of signing
- Directors sign their consents and organizational resolutions.
- Shareholders sign subscriptions.
- Shareholders confirm the by-law and elect directors.
Frequently asked questions
Can I sign organizational resolutions late?
Many corporations organize after incorporation. A lawyer can advise how to date and ratify past steps.
Are they filed with the government?
No, they stay in the minute book.
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Sources
This page is general information, not legal advice. We are a document preparation service, not a law firm. Review by a lawyer licensed in your province is recommended.