Understanding Annual Resolutions for Your Corporation

As a corporation, it is important to conduct regular meetings and make key decisions to ensure compliance with legal requirements and maintain good corporate governance. One essential component of these meetings is the adoption of annual resolutions. At Falcon Law PC, we specialize in corporate law and can provide expert guidance on annual resolutions and other corporate matters. Contact us at 1-877-892-7778 or via email at info@falconlawyers.ca to discuss your specific needs and benefit from our comprehensive legal services.

What are Annual Resolutions?

Annual resolutions are formal documents that record the decisions made by the corporation’s directors and shareholders during the annual general meeting (AGM). The AGM is typically held once a year and provides an opportunity to review the corporation’s performance, elect directors, appoint auditors, and address important matters concerning the corporation’s operations. Annual resolutions serve as a written record of the decisions made and provide a framework for corporate actions throughout the year.

Key Elements of Annual Resolutions

When drafting annual resolutions, it is important to include the following key elements:

  1. Approval of Financial Statements: Annual resolutions should include the approval of the corporation’s financial statements, including the balance sheet, income statement, and cash flow statement. This approval demonstrates that the directors and shareholders have reviewed and accepted the corporation’s financial performance.
  2. Election of Directors: The AGM is an opportunity to elect directors to serve on the corporation’s board. The annual resolutions should specify the individuals elected as directors and their respective terms.
  3. Appointment of Auditors: Annual resolutions should address the appointment of auditors, who will be responsible for conducting an independent examination of the corporation’s financial records. The resolution should identify the auditors and the term for which they are appointed.
  4. Approval of Dividends: If the corporation intends to distribute dividends to shareholders, the annual resolutions should include the approval of dividends. This approval establishes the amount and timing of the dividend distribution.
  5. Confirmation of Shareholders’ Meetings: Annual resolutions may include the confirmation of other shareholders’ meetings, such as special meetings or meetings to address specific matters. This ensures that the resolutions and decisions made at these meetings are properly documented.

Importance of Annual Resolutions

Annual resolutions serve several important purposes for your corporation:

  • Compliance: Annual resolutions help ensure compliance with legal requirements and corporate governance standards. They demonstrate that the corporation is fulfilling its obligations and operating in accordance with applicable laws.
  • Transparency: Annual resolutions provide transparency and accountability by documenting the decisions made by directors and shareholders. They serve as a reference point for future actions and can be reviewed by stakeholders, regulatory bodies, and potential investors.
  • Record Keeping: By maintaining a record of annual resolutions, the corporation can track its decision-making process, monitor progress, and refer back to previous resolutions when necessary.

Seek Professional Legal Guidance

Preparing accurate and comprehensive annual resolutions is crucial for your corporation’s compliance and governance. Falcon Law PC can provide expert legal guidance and ensure that your annual resolutions are properly drafted, address all necessary elements, and comply with legal requirements. Contact us at 1-877-892-7778 or info@falconlawyers.ca to discuss your specific needs and benefit from our specialized expertise in corporate matters.


Annual resolutions play a vital role in the governance and compliance of your corporation. They document the decisions made during the annual general meeting, including the approval of financial statements, election of directors, appointment of auditors, approval of dividends, and confirmation of other shareholders’ meetings. Falcon Law PC is here to provide expert guidance and comprehensive legal services to support your corporation in drafting accurate and effective annual resolutions. Contact us to discuss your specific needs and benefit from our legal expertise in corporate matters.

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