Written Resolutions in Lieu of a Meeting: How Ontario Corporations Skip Formal Meetings

Most small Ontario corporations don't hold formal, in-person director or shareholder meetings for every decision — and under the Business Corporations Act (Ontario) ("OBCA"), they generally don't have to. A written resolution in lieu of a meeting, signed by the right people, can be just as legally valid as a resolution passed at a properly convened meeting. Used correctly, it's one of the simplest and most practical tools for running a small corporation's governance without unnecessary formality.

Used incorrectly — or not at all, when a decision actually needed one — it's also one of the most common gaps that surfaces later in a minute book review.

What a Written Resolution Actually Is

A written resolution in lieu of a meeting is a document that records a decision the directors or shareholders would otherwise have made at a meeting, signed by the people entitled to vote on it, in place of actually holding that meeting. Once properly signed, it has the same legal effect as if the resolution had been passed at a meeting called and held for that purpose.

The key requirement: the right signatures

This is the trade-off for skipping the meeting. For directors' resolutions, the OBCA requires the signatures of all directors entitled to vote (s. 129), and shareholder matters that need a special resolution likewise need every voting shareholder's signature. The big exception: since 2020, a private (non-offering) corporation can pass an ordinary shareholder resolution in writing with the signatures of holders of a majority of the voting shares, with notice then given to the shareholders who did not sign (s. 104 (1) (c)). If the required signatures can't be obtained, the decision has to go through an actual meeting instead.

What Written Resolutions Are Commonly Used For

• Director resolutions — approving routine matters like opening a bank account, approving a lease, declaring a dividend, or appointing officers.
• Shareholder resolutions — electing directors, approving financial statements, waiving the appointment of an auditor (common in small private corporations), or approving a special resolution such as an amendment to the Articles.
• Annual approvals — many small corporations use an annual package of written resolutions to formally approve the past year's financial statements and re-elect directors, in lieu of holding an actual annual meeting.

Written Resolution vs. a Formal Meeting

How to Do It Properly

1. Draft the resolution clearly, stating exactly what is being approved and by whom (directors, shareholders, or both, depending on the decision).
2. Confirm who is legally entitled to vote on the specific matter — this can include shareholders whose shares are otherwise non-voting, if a change affects that class's rights.
3. Circulate it to everyone entitled to vote and obtain the required signatures — all of them for directors' and special resolutions, or at least a majority of voting shares (plus notice to non-signers) for an ordinary shareholder matter at a private corporation.
4. Date it accurately. The effective date of a written resolution is typically the date of the last required signature, which matters for sequencing with other corporate actions.
5. File it in the minute book alongside other corporate records — articles, by-laws, and registers of directors, officers, and shareholders.

Why This Matters More Than It Seems

An outdated or incomplete minute book — missing resolutions, resolutions signed by the wrong people, or decisions that were never formally documented at all — is one of the most common problems that surfaces during due diligence for financing or a sale. A buyer's or lender's lawyer reviewing corporate records will look for a written resolution (or meeting minutes) supporting every significant corporate decision: director appointments, share issuances, dividend declarations, and amendments. Gaps here don't necessarily unwind a completed decision, but they slow down — and can complicate — a transaction that depends on a clean corporate history.

Common Mistakes to Avoid

• [ ] Treating a resolution as valid without the required signatures — unanimity, except for majority-signed ordinary shareholder resolutions at private corporations (s. 104 (1) (c)).
• [ ] Using a written resolution for a matter the corporation's own by-laws or a shareholders' agreement specifically requires to go through a formal meeting.
• [ ] Forgetting to identify and obtain a separate class vote where a share class's rights are affected.
• [ ] Never keeping the signed original (or a clear copy) in the minute book, leaving no record the decision was properly approved.
• [ ] Backdating a resolution to a date before all the required signatures were actually obtained.

Frequently asked questions