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Board Resolution For Approval Of Shareholders Agreement Template for Canada

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Key Requirements PROMPT example:

Board Resolution For Approval Of Shareholders Agreement

"I need a Board Resolution For Approval Of Shareholders Agreement for my Canadian tech startup, which must include provisions for our upcoming Series B funding round closing on March 15, 2025, and accommodate five new international institutional investors."

Document background
A Board Resolution For Approval Of Shareholders Agreement is a critical corporate governance document used when a corporation's board of directors needs to formally approve a shareholders agreement. This document is required under Canadian corporate law to demonstrate proper authorization and approval of significant corporate actions. It's typically used when implementing new shareholders agreements, amending existing ones, or when significant changes in corporate structure or ownership occur. The resolution must comply with either federal legislation (CBCA) or provincial corporate laws, depending on where the corporation is registered. It serves as official evidence that the board has fulfilled its fiduciary duties by properly reviewing and approving the shareholders agreement, and typically includes details about the meeting, the decision-making process, and specific authorizations granted.
Suggested Sections

1. Corporate Information: Identification of the corporation including legal name, registration number, and registered office

2. Meeting Details: Date, time, location, and type of meeting (regular/special board meeting)

3. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met

4. Background: Context explaining the purpose of the shareholders agreement and why board approval is required

5. Review of Agreement: Confirmation that the board has reviewed and considered the shareholders agreement

6. Resolution: Formal approval of the shareholders agreement and authorization for its execution

7. Authorization: Designation of authorized signatories to execute the shareholders agreement

8. Certification: Certification by the corporate secretary or appropriate officer that the resolution was duly passed

Optional Sections

1. Whereas Clauses: Additional background information when complex circumstances need to be documented

2. Related Resolutions: Additional resolutions required for implementing the shareholders agreement (e.g., share issuance, appointment of officers)

3. Regulatory Compliance: Specific mentions of compliance with regulatory requirements when dealing with regulated industries

4. Dissent: Record of any dissenting votes or abstentions when unanimity is not achieved

5. Implementation Instructions: Specific instructions for implementing the agreement when complex actions are required

Suggested Schedules

1. Schedule A - Shareholders Agreement: Complete copy of the shareholders agreement being approved

2. Schedule B - Board Meeting Minutes: Minutes of the board meeting where the resolution was passed

3. Schedule C - Director Voting Record: Detailed record of how each director voted on the resolution

4. Schedule D - Supporting Documents: Any supporting materials reviewed by the board in making their decision

5. Schedule E - Legal Opinion: If obtained, legal opinion confirming the validity and effect of the shareholders agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




















Clauses

















Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Professional Services

Healthcare

Retail

Energy

Transportation

Construction

Agriculture

Mining

Telecommunications

Media & Entertainment

Education

Relevant Teams

Legal

Corporate Governance

Board Administration

Executive Office

Compliance

Corporate Affairs

Corporate Secretariat

Shareholder Relations

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Corporate Secretary

Board Director

Chairman of the Board

Chief Legal Officer

General Counsel

Corporate Governance Officer

Chief Financial Officer

Board Relations Manager

Company Secretary

Legal Counsel

Compliance Officer

Corporate Affairs Director

Executive Assistant to Board

Industries






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