Features
Resolutions, meeting minutes and conflict of interest declarations
Most decisions in a small corporation are made by written resolution rather than at a meeting. Carta keeps each resolution with its date, status and signed copy, alongside the minutes of the meetings you do hold.
Resolutions from draft to executed
Each resolution has a title, a date and a status: draft, signed or executed. Attach the signed PDF from the document vault so the decision and its evidence stay together. Resolutions created by the document generator start as drafts automatically.
Minutes of meetings
Record directors' meetings, shareholders' meetings, annual general meetings and, for not-for-profits, members' meetings, each with the date and the minutes attached.
Conflicts of interest
When a director or officer has an interest in a contract or transaction with the corporation, the OBCA expects them to disclose it. Carta keeps a register of those declarations with the date, the transaction and references to the related resolution or minutes.
Common questions
Can directors pass resolutions without a meeting?
Yes. Under the OBCA, a resolution in writing signed by all the directors entitled to vote on it is as valid as if it had been passed at a meeting. Shareholders can do the same, which is how many corporations deal with their annual meeting.
Related
Keep your minute book in Carta
Registers, resolutions, documents and the annual paperwork for your Ontario corporation, in one place. Organizations created during the open beta keep a free perpetual license.