Document background
The Shareholder Special Resolution is a crucial corporate governance instrument used in Canadian business law when corporations need to implement fundamental changes that require shareholder approval beyond a simple majority. This document type is mandated by the Canada Business Corporations Act (CBCA) for federal corporations and similar provincial legislation for provincial corporations. It's typically required for significant corporate actions such as changing the corporation's name, altering share structure, approving amalgamations, authorizing the sale of all or substantially all corporate assets, or dissolving the corporation. The resolution must be passed by at least two-thirds of the votes cast by shareholders at a properly constituted meeting, or signed by all shareholders entitled to vote on the resolution. The document must clearly state the proposed changes, include necessary legal references, and meet formal execution requirements to be legally valid.
