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Directors' Resolution - Template, Sample Form Online Pro · EN-CA-law

✓ Valid in Canada (English) · drafted to comply with local law

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Directors' Resolution - Template, Sample Form Online
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RESOLUTION OF THE DIRECTORS

OF ________

(the "Corporation")

CHANGE OF CORPORATE NAME

§ 1.  Recitals

WHEREAS the Corporation is a corporation incorporated and existing under the ________ (the "Act");

WHEREAS the corporate access or registration number of the Corporation is ________;

WHEREAS the directors of the Corporation have determined that it is in the best interests of the Corporation to change its name from ________ to ________;

WHEREAS a change of corporate name requires an amendment to the articles of the Corporation and, where required by the Act, the articles and the by-laws of the Corporation, the approval of the shareholders of the Corporation by special resolution;

§ 2.  Resolutions

BE IT RESOLVED, as resolutions of the directors of the Corporation, that:

  1. The articles of the Corporation be and are hereby amended to change the name of the Corporation from ________ to ________, subject to the approval of the shareholders by special resolution and to the issuance of a certificate of amendment by the applicable corporate registry.
  2. Prior to giving effect to the foregoing change of name, the Corporation conduct, or cause to be conducted, a name search and obtain a current Newly Upgraded Automated Name Search (NUANS) report, or such other name search as may be required by the Act, in respect of the proposed name ________.
  3. A special meeting of the shareholders of the Corporation be and is hereby called, to be held on ________ at ________ at ________, for the purpose of considering and, if thought advisable, approving by special resolution the proposed change of corporate name in accordance with the Act, the articles and the by-laws of the Corporation; or, in the alternative, that such approval be obtained by written resolution signed by all shareholders entitled to vote thereon, to the extent permitted by the Act.
  4. Notice of the said meeting be given to the shareholders in the manner and within the time prescribed by the Act and the by-laws of the Corporation.
  6. Any one director or officer of the Corporation be and is hereby authorized to take all steps and to execute and deliver all such documents and instruments as may be necessary or advisable to carry out the intent of the foregoing resolutions.

§ 3.  Effectiveness and Validity

This resolution may be executed in one or more counterparts, each of which when so executed shall be deemed an original, and all of which together shall constitute one and the same resolution. Delivery of an executed counterpart by electronic transmission shall be as effective as delivery of an originally executed counterpart.

IN WITNESS WHEREOF the undersigned have signed this resolution as of the date set out below.

Dated: ________

_______________________________
Name: ________
Title: Director
Date: ________

_______________________________
Name: ________
Title: Director
Date: ________

_______________________________
Name: ________
Title: Director
Date: ________

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