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A Shareholder Resolution is a formal proposal that shareholders put forward at a company's annual general meeting or special meeting to influence corporate decisions. Through these resolutions, shareholders can push for changes in company policies, governance practices, or business operations under Canadian corporate law.

These proposals need support from shareholders holding at least 1% of voting shares or shares worth $2,000 (under the Canada Business Corporations Act). Common topics include environmental policies, executive compensation, board diversity, and corporate social responsibility. Once properly submitted, the company must include these resolutions in its proxy materials for all shareholders to consider and vote on.

Use a Shareholder Resolution when you need to make your voice heard on important company decisions, especially if regular channels of communication with management have failed. This powerful tool works well for pushing environmental initiatives, changing board composition, adjusting executive pay, or addressing social responsibility concerns.

Many shareholders file these resolutions during proxy season (typically January to March in Canada) to get issues on the agenda for annual meetings. The process requires advance planning - you'll need to submit your proposal at least 90 days before the anniversary of the last annual meeting, with support from other shareholders holding sufficient voting rights under CBCA requirements.

• Ordinary Resolution Of Shareholders: Requires a simple majority (50%+1) for routine business matters like appointing auditors or approving financial statements
• Shareholder Special Resolution: Needs two-thirds majority for major changes like amending bylaws or company name
• Resolution Of Sole Shareholder: Used when one person owns all voting shares, simplifying the approval process
• Annual General Meeting Resolution: Specific to decisions made at AGMs, often covering yearly business matters
• Resolution By Shareholders: General-purpose format for various shareholder decisions throughout the year

• Individual Shareholders: Can propose resolutions if they hold at least 1% of voting shares or $2,000 worth for at least 6 months
• Institutional Investors: Pension funds, mutual funds, and investment firms often file resolutions on governance and ESG issues
• Corporate Secretaries: Handle the administrative process, ensuring resolutions meet legal requirements and get included in proxy materials
• Board of Directors: Must respond to properly submitted resolutions and implement those that receive sufficient votes
• Legal Counsel: Reviews resolution wording, ensures compliance with CBCA requirements, and advises on legal implications

• Shareholding Verification: Confirm you meet the minimum ownership requirements (1% or $2,000 worth of shares) and holding period
• Timing Check: Mark submission deadlines - typically 90 days before the anniversary of the last annual meeting
• Proposal Details: Draft a clear, 500-word maximum statement explaining your resolution and its business case
• Supporting Data: Gather relevant financial, environmental, or governance data backing your proposal
• Legal Format: Use our platform to generate a properly structured resolution that meets CBCA requirements
• Signature Requirements: Include all registered shareholders' names and signatures who support the proposal

• Company Details: Full legal name, corporation number, and registered office address
• Resolution Title: Clear identification as ordinary or special resolution with specific meeting date
• Recitals: Background information explaining the need for and context of the resolution
• Proposal Statement: Concise, actionable resolution text under 500 words
• Voting Requirements: Specify majority needed (50%+1 for ordinary, 66.67% for special)
• Shareholder Authentication: Names, signatures, share quantities, and dates of supporting shareholders
• Certification Block: Corporate secretary or officer's certification of resolution passage

A Shareholder Resolution differs significantly from a Shareholder Agreement in both purpose and scope. While both documents involve shareholders, they serve distinct legal functions in Canadian corporate governance.

• Duration and Purpose: Shareholder Resolutions handle specific, one-time decisions like appointing directors or approving dividends. Shareholder Agreements create ongoing rules for how shareholders interact and manage the company
• Legal Framework: Resolutions require specific voting thresholds under the CBCA for approval. Agreements need all participating shareholders to sign and remain binding until amended
• Content Scope: Resolutions address single issues with clear yes/no outcomes. Agreements cover multiple aspects like share transfers, voting rights, and dispute resolution
• Implementation: Resolutions take effect immediately upon passage. Agreements establish long-term governance structures and shareholder obligations