The Corporate Resolution To Purchase (Real Estate) is a crucial governance document required when a Canadian corporation intends to acquire real estate property. This document serves as official evidence that the corporation's board of directors has approved the purchase and authorized specific individuals to execute the transaction. It must comply with requirements set forth in the Canada Business Corporations Act (CBCA) or applicable provincial corporate legislation, as well as relevant real estate laws. The resolution typically follows a board meeting where the purchase was discussed and approved, and it includes essential details such as the property description, purchase price, payment terms, and financing arrangements. This document is commonly required by financial institutions, legal counsel, and land registry offices to proceed with the property transaction.
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1. Header: Corporation name, date, and type of resolution (whether regular, special, or unanimous)
2. Attendees and Quorum: List of directors present and confirmation of meeting quorum requirements
3. Property Details: Complete legal description of the property being purchased, including address and legal identifier
4. Purchase Price and Terms: Specific amount authorized for purchase and key terms of the transaction
5. Authorization to Purchase: Explicit resolution authorizing the purchase of the specified property
6. Signing Authority: Designation of specific officers/individuals authorized to execute purchase documents
7. Funding Authorization: Authorization of funding method and any required financing
8. Supporting Documentation: Reference to any supporting documents or due diligence materials reviewed
9. Certification: Secretary's or authorized officer's certification of the resolution's validity
1. Due Diligence Findings: Summary of property inspection, environmental assessment, or other due diligence findings when significant issues need to be acknowledged
2. Specific Conditions: Any conditions that must be met before closing, used when purchase is subject to specific requirements
3. Mortgage Authorization: Specific details about mortgage approval when financing is required
4. Property Management: Authorization for property management arrangements if immediate management decisions are required
5. Special Use Provisions: Any special authorizations related to intended use of property, when property requires specific permits or modifications
1. Schedule A - Property Description: Detailed legal description of the property, including surveys and property boundaries
2. Schedule B - Purchase Price Breakdown: Detailed breakdown of purchase price, deposits, and payment terms
3. Schedule C - Due Diligence Reports: Summary or copies of key due diligence findings and reports
4. Schedule D - Authorized Signatories: Detailed list of authorized signatories and their signing authorities
5. Appendix 1 - Corporate Registry Extract: Current corporate registry extract showing authority to conduct business
6. Appendix 2 - Meeting Minutes: Minutes of the meeting where the resolution was passed
Relevant legal definitions
Clauses
Relevant Industries
Real Estate
Commercial Property Development
Retail
Manufacturing
Healthcare
Hospitality
Professional Services
Industrial
Education
Technology
Financial Services
Logistics and Warehousing
Relevant Teams
Legal
Finance
Corporate Governance
Real Estate
Facilities Management
Operations
Risk and Compliance
Treasury
Business Development
Property Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Board Director
Real Estate Manager
Property Manager
General Counsel
Legal Counsel
Corporate Lawyer
Facilities Manager
Business Development Manager
Operations Director
Risk Manager
Compliance Officer
Treasury Manager
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