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Change Of Directors Resolution

Change Of Directors Resolution Template for Canada

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Key Requirements PROMPT example:

Change Of Directors Resolution

"I need a Change of Directors Resolution to document the resignation of two current directors and appointment of three new directors to our technology startup's board, with changes to take effect on March 15, 2025."

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Document background
The Change of Directors Resolution is a crucial corporate governance document used when there are modifications to a corporation's board composition. This document is required under Canadian corporate law (federal or provincial) whenever directors are appointed, resign, or are removed from their positions. It serves as official evidence of the change in corporate leadership and forms part of the corporation's official records. The resolution must be properly executed and filed with appropriate regulatory authorities, typically within 15 days of the change in federal jurisdictions. It contains specific details about incoming and outgoing directors, confirmation of their qualifications, and authorization for necessary regulatory filings. This document is essential for maintaining corporate compliance and ensuring proper documentation of leadership transitions.
Suggested Sections

1. Corporation Identification: Full legal name of the corporation, registration number, and registered office address

2. Meeting Details: Date, time, location, and type of meeting (board or shareholders)

3. Attendance and Quorum: List of attendees and confirmation that quorum requirements were met

4. Current Directors: List of all current directors before the proposed changes

5. Resolutions: The formal resolutions regarding the resignation, removal, and/or appointment of directors

6. Effective Date: Specification of when the director changes take effect

7. Authorization: Statement authorizing filing of necessary notices with regulatory authorities

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

Optional Sections

1. Resignation Letters Reference: Reference to attached resignation letters when directors are resigning

2. Consent to Act: Reference to new directors' written consent when new directors are being appointed

3. Corporate Seal: Space for corporate seal if required by articles or bylaws

4. Shareholder Approval: Required when shareholders must approve director changes as per articles or bylaws

5. Director Qualifications: Confirmation that new directors meet qualification requirements when appointing new directors

6. Related Party Disclosure: Required for public companies when new directors have related party relationships

Suggested Schedules

1. Schedule A - Resignation Letter(s): Copies of formal resignation letters from departing directors

2. Schedule B - Consent to Act: Written consent forms signed by newly appointed directors

3. Schedule C - Director Information: Required personal information for new directors for regulatory filings

4. Schedule D - Director Qualification Statements: Signed statements confirming eligibility and qualification of new directors

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions



















Clauses















Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Energy

Real Estate

Transportation

Professional Services

Education

Non-Profit

Mining

Agriculture

Construction

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Board Administration

Corporate Secretariat

Regulatory Affairs

Executive Office

Administrative Services

Relevant Roles

Chief Executive Officer

Corporate Secretary

General Counsel

Legal Counsel

Board Chairman

Director

Company Secretary

Compliance Officer

Corporate Governance Officer

Chief Legal Officer

Board Administrator

Corporate Records Manager

Legal Administrator

Regulatory Compliance Manager

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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