Module 6: Post Incorporation Procedures: Resolutions Flashcards
(34 cards)
Ordinary resolutions can be made by:
(a) Directors
(b) Shareholders
(c) Both of the above
(c) Both of the above
Dissolution of a corporation is an example of a:
(a) Special resolution
(b) Ordinary resolution
(a) Special resolution
In Non-Distributing corporations, most resolutions are passed in writing:
True
Dividends are declared by:
(a) Directors
(b) Shareholders
(a) Directors
Solvency Test wording from Section 43 of the ABCA should be included on resolutions where dividends are declared:
True
If a company wants to change its’ name from a named name to a named name, who passes the resolution:
(a) Directors
(b) Shareholders
(a) Directors
When can a Director pass an ordinary resolution amending the Articles of Incorporation?
When they are changing the corporate name from a numbered name to a named name
A Transfer Register tracks the share transfer history of whom:
(a) One shareholder
(b) All shareholders
(b) All shareholders
A Securities Register tracks the share history of whom:
(a) One shareholder
(b) All shareholders
(a) One shareholder
A resolution approving the issuance of shares is passed by whom:
(a) Directors
(b) Shareholders
(a) Directors
If changes are made to the Articles of a Corporation, the following would be filed on CORES:
(a) The resolution changing the Articles
(b) Articles of Amendment
(c) Both of the above
(d) None of the above
(b) Articles of Amendment
When a director’s resolution is done in writing in lieu of a meeting, it must be signed by all directors:
True
There is one circumstance where non-voting shareholders would sign a written resolution in lieu of a meeting in order to have the resolution passed. This resolution would be:
(a) Appointing directors
(b) Appointing an Auditor
(c) Dispensing of an Auditor
(d) None of the above
(c) Dispensing of an Auditor
Resolutions passed by directors or shareholders must always be filed with the Corporate Registry:
False - Resolutions are never filed on CORES
This must always be filed after a meeting, and must always be signed before filing into the Minute Book:
Minutes
5 common director’s ordinary resolutions:
1) Change of registered office
2) Issuing shares
3) Transfer of shares
4) Declaring dividends
5) Appointing officers
5 common shareholder’s ordinary resolutions:
1) Election of Directors
2) Removal of Directors
3) Confirming, amending, repeal of bylaws
4) Appointment of auditor
5) Dispensing with appointment of auditor
3 common shareholder’s special resolutions:
1) Amendment to Articles
2) Sale, lease or exchange of corporation’s property
3) Dissolution of the corporation
How are ordinary director’s and shareholder’s resolutions passed:
If at a live meeting, by majority of votes cast (if a shareholder ordinary resolution - only shareholders with voting shares can vote).
If in writing in lieu of a meeting, all directors or shareholders must sign the resolution or it will not be passed.
How are shareholder’s special resolutions passed:
By a majority of not less than 2/3 of the votes cast.
Or if in writing in lieu of a meeting, signed by all shareholders entitled to vote on the resolution.
What Section of the ABCA states a Solvency Test is required when declaring dividends, and what is it:
Section 43 ABCA.
1) If the corporation is, or would be, unable to pay its liabilities
2) Or the value of the corporation’s assets does not, or would not, cover the liabilities and stated capital of the corporation
What happens if the Directors declare dividends and are not able to pay their liabilities:
They would have to pay the corporation, to cover their liabilities, out of their own pocket
What is Stated Capital:
The total amount of money the corporation receives for each class of shares issued
What is Corporate Governance?
Rules, policies, and procedures that internally govern a corporation, these are outlined in documents such as the Unanimous Shareholders Agreement (USA), Bylaws, Business Corporations Act of Alberta, and the Articles of Incorporation.
