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 lawyer 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."

Are Annual Resolutions Legally Required?

Yes — under the Canada Business Corporations Act (CBCA) and provincial equivalents (Ontario's Business Corporations Act, BC's Business Corporations Act, etc.), 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.

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.

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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 — some 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)

When Should Annual Resolutions Be Signed?

Annual resolutions should be prepared and signed within 6 months of your fiscal year end (some provinces allow up to 18 months, but 6 months is the standard).

If your fiscal year ends December 31, sign your annual resolutions by June 30.

If your fiscal year ends March 31, sign by September 30.

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're 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 →