Board Resolution | Free Template

Board Resolutions clearly document critical corporate decisions with significant legal, financial, and operational consequences. Documenting these decisions helps build accountability, transparency, and compliance. Documentation is also important if the corporation’s actions are reviewed by regulators, auditors, courts, lenders, or other third parties.

A Board Resolution is legally valid when approved in accordance with your company’s rules and applicable laws. This means the board complied with your company’s bylaws and applicable Canadian corporate laws.

When a Board Resolution is legally valid, the decisions outlined in it:

• Count under the law
• Can be relied on by the company and others
• Protect the corporation and its directors if the decision is questioned later

Boards often adopt formal resolutions for important decisions, especially those concerning legal or financial obligations. A Board Resolution serves the following purposes:

• Formally records decisions, policies, or actions approved by the board of directors
• Provides officers, employees, and other stakeholders with clarity and direction
• Demonstrates compliance with corporate law and internal governance
• Provides evidence that the board exercised its authority appropriately
• Helps protect the business and its directors if decisions are ever scrutinized

Board Resolutions can be adopted in two ways, depending on the corporation’s governing documents and applicable law:

1. At a board meeting: The Resolution is presented, discussed, and approved by vote. This process is typically recorded in the meeting minutes.
2. By written Resolution: The Resolution is signed by every director entitled to vote, rather than by holding a meeting.

In each case, the Resolution must comply with the corporation’s applicable bylaws or articles, including quorum, voting thresholds, and procedural requirements.

A standard Board Resolution typically contains the following information:

• Your corporation’s legal name and jurisdiction of incorporation
• The date the Resolution was approved
• Clear, specific wording setting out the decision or authorization
• Any applicable limits, conditions, or directions associated with the decision
• Confirmation of board approval
• The names and signatures of directors or officers entitled to vote or by the required majority, depending on the corporation’s bylaws.

Board Resolutions are retained as part of the corporation’s permanent records and may be required to demonstrate that corporate actions were properly authorized.

Commissioning a Board Resolution adds an additional layer of authenticity, even if commissioning isn’t legally needed for it to be effective. Commissioning is especially beneficial when a third party (e.g., a bank, lender, government authority) requests additional verification. A commissioned Board Resolution can fast-track approvals and reduce follow-up requests.

You can meet with a notary online to have your Board Resolution commissioned in 7 minutes, from anywhere with Wi-Fi.

How Commissioning Your Board Resolution Works

You can commission your Board Resolution online through a secure video appointment. During your online notary appointment, the following will take place:

• You’ll present a piece of valid, government-issued ID to verify your identity.
• You’ll confirm that you understand the document and are signing voluntarily.
• You’ll sign and date the Board Resolution while a notary witnesses in real time.
• A notary signs and applies their official stamp or seal.

To learn more about the commissioning process, check out our guide.

Note: Knowingly providing false or misleading information in corporate records may have legal consequences.