Annual Resolutions for Canadian Corporations: What They Are and When to Sign
Every year, Canadian corporations are required to pass annual resolutions — yet most small business owners have never heard of them.
If your corporation hasn't signed annual resolutions for the past few years, you're not alone. And the fix is simpler than you might think.
What Are Annual Resolutions?
Annual resolutions are short written documents signed by the directors and shareholders of a corporation at the end of each fiscal year. They formally confirm:
- Who the current directors are
- Who the current officers are (President, Secretary, etc.)
- That the financial statements for the year have been reviewed
- That the corporation's accountant or auditor is reappointed for the upcoming year
In substance, annual resolutions say: "The company is still running, these are the people running it, and we've reviewed how the past year went."
Annual resolutions are not the same as an Annual Return. See our post on CBCA Annual Return vs. Annual Resolutions for a clear breakdown of the difference.
Are Annual Resolutions Legally Required?
Yes. Under the Canada Business Corporations Act (CBCA) and provincial equivalents — Ontario's OBCA, BC's BCBCA, and others — corporations are required to hold an annual general meeting (or pass written resolutions in lieu of a meeting) within a set period of each fiscal year-end.
Free: Generate your first corporate resolution
MinuteKeep handles all your corporate compliance documents — resolutions, minute books, director registers — in minutes, not hours.
Try MinuteKeep Free →For most small private corporations with a single shareholder-director, written resolutions in lieu of a meeting are the standard approach. No one actually has to sit in a room together — the director and shareholder simply sign a document.
Annual Resolution Deadlines by Province
Deadlines vary by jurisdiction:
| Jurisdiction | Deadline |
|---|---|
| Federal (CBCA) | Within 15 months of the previous meeting; no later than 6 months after fiscal year-end |
| Ontario (OBCA) | Within 6 months of fiscal year-end |
| British Columbia (BCBCA) | Within 15 months of the previous AGM |
| Alberta (ABCA) | Within 15 months of previous meeting; no later than 6 months after fiscal year-end |
| Quebec (QBCA) | Within 6 months of fiscal year-end |
Use the MinuteKeep Compliance Deadline Calculator to calculate your exact deadline.
What Happens If You Skip Annual Resolutions?
The short answer: nothing immediately. The CRA doesn't send you a letter. Your company doesn't get dissolved.
But over time, the consequences compound:
- Gap in your minute book — your corporate records are incomplete
- Banking complications — institutions ask for recent resolutions when opening accounts or renewing credit
- Due diligence red flags — if you ever sell the company or raise investment, lawyers will notice the missing years
- Retroactive work — catching up on 3–5 years of missed resolutions takes time and money (especially if a lawyer does it)
What Do Annual Resolutions Look Like?
A typical annual resolution package for a small private corporation includes:
- Directors' resolution — confirming officers, approving financial statements, reappointing the accountant
- Shareholders' resolution — confirming directors, waiving the audit requirement (for private companies)
Each document is one to two pages. They are signed (not notarized), stored in the minute book, and never filed with the government.
How MinuteKeep Handles Annual Resolutions
MinuteKeep automatically generates your annual resolutions as part of a complete minute book. When you enter your company details, the system produces a ready-to-sign resolution package tailored to your jurisdiction (CBCA, Ontario, BC, Alberta, or Quebec).
For existing MinuteKeep customers, annual resolutions can be regenerated each year in minutes — no lawyer required.
Generate your first annual resolution free. Try MinuteKeep →