Ontario guide · Annual governance
Annual resolutions instead of an annual meeting
The OBCA requires an annual meeting of shareholders. In a corporation with a handful of shareholders, nobody actually holds one. Instead, the shareholders sign a written resolution covering the same business, which the Act treats as if it had been passed at a meeting.
7 min read · Updated October 23, 2026
Timing
The first annual meeting must be held within 18 months of incorporation, and each one after that within 15 months of the last. A written resolution in lieu of the meeting has to meet the same timing.
Why written resolutions work
Under section 104 of the OBCA, a resolution in writing signed by all the shareholders entitled to vote on it is as valid as if it had been passed at a meeting of shareholders. A resolution signed by all the shareholders dealing with everything the annual meeting would have dealt with satisfies the meeting requirement. Directors have the same option for their decisions.
The directors' annual resolutions
The directors usually approve the financial statements for the year that just ended, appoint the officers for the coming year, and authorize the officers to sign whatever is needed.
The shareholders' annual resolutions
The shareholders usually receive the financial statements, elect the directors until the next annual meeting, and either appoint an auditor or consent to the corporation being exempt from the audit requirement.
The audit exemption under section 148
A corporation that isn't an offering corporation can be exempt from having an auditor for a financial year if all the shareholders consent to it, including holders of shares that don't otherwise carry a vote. Most small corporations do this and have their accountant prepare compilation-level financial statements instead.
Common questions
What if one shareholder won't sign?
A written resolution needs every voting shareholder's signature, and the audit exemption needs every shareholder's. If someone won't sign, you hold the meeting instead.
Do signatures have to be on the same page?
No. Resolutions are commonly signed in counterparts and delivered electronically, with the counterparts together making up the resolution.
What about not-for-profits?
ONCA corporations have members instead of shareholders, and the audit rules are in section 76 of the ONCA. Depending on revenue, members can choose a review engagement instead of an audit, or neither, by extraordinary resolution.
Related in Carta
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General information about Ontario law, not legal advice. Check your situation with a lawyer or accountant.
Sources: Business Corporations Act (Ontario), R.S.O. 1990, c. B.16; Not-for-Profit Corporations Act, 2010, S.O. 2010, c. 15.