Directors' resolutions under the ABCA (Alberta corporations)
How an Alberta corporation's board passes resolutions, by meeting or under ABCA s. 117 written resolution, mirroring CBCA mechanics with Alberta-specific filing rules.
| s. 117 | Resolution in lieu of meeting |
|---|---|
| s. 119 | Validity of meetings |
| s. 123 | Validity of acts of directors |
- ABCA s. 117 mirrors CBCA s. 117: written resolutions signed by every director entitled to vote
- Conflict-of-interest disclosure and abstention under s. 120
- Records of resolutions filed in the corporation's records under s. 20
- Electronic signatures and electronic meetings expressly permitted
- Alberta is the lowest annual return fee in Canada, but resolution requirements are identical to the federal CBCA
ABCA s. 117 written resolutions
The Alberta Business Corporations Act is closely modeled on the federal CBCA, and the written-resolution mechanism under s. 117 is virtually identical. A resolution in writing signed by all directors entitled to vote has the same effect as if passed at a properly convened meeting.
Conflict of interest under s. 120
Alberta directors must disclose a material interest under s. 120, and cannot vote on the resolution or sign a written resolution where they are conflicted. The disclosure is recorded in the corporation's records.
Filing and retention
Resolutions are part of the records under s. 20 ABCA. They are retained for the life of the corporation and remain accessible to directors and shareholders. Where the corporation is administratively dissolved for failure to file annual returns, the resolutions remain part of the records that can be reconstituted on revival.
Octelligence captures every directors' resolution against the corporation it governs, with full signature record and unalterable timestamp. Filed automatically to the minute book.
See Digital Corporate RecordsTemplates per jurisdiction, electronic signature, complete activity log, every resolution tied to its underlying transaction.