Directors' resolutions under the QBCA (Quebec corporations)
How a Quebec corporation's board passes resolutions, by meeting or in writing under QBCA art. 140-141, with French-language and Quebec-specific requirements.
| art. 140-141 | Written resolution of directors (résolution écrite) |
|---|---|
| art. 138 | Conflict of interest disclosure |
| art. 113 | Bylaws — adopted by directors, confirmed by shareholders |
- QBCA art. 140-141 permits written resolutions signed by every director entitled to vote
- Conflict-of-interest rules under art. 138 are substantively identical to CBCA s. 120
- Quebec corporations may operate in French or English; resolutions are typically prepared in French for Quebec-domiciled corporations
- Bylaws adopted by directors take effect on adoption but must be confirmed by shareholders at the next meeting (art. 113)
- Records kept at the head office under QBCA / LSA-Qc art. 31
QBCA art. 140-141 written resolutions
Quebec's QBCA (or LSA-Qc, Loi sur les sociétés par actions) permits resolutions by written consent — résolution écrite — signed by every director entitled to vote. The mechanism is substantively identical to CBCA s. 117. Most Quebec private corporations operate predominantly by written resolution.
French-language considerations
Quebec corporations operating predominantly in French typically prepare resolutions in French. This is not a strict statutory requirement (English resolutions are valid), but Quebec contractual norms and the Charter of the French Language make French preparation the standard, especially where the resolution will be filed publicly or relied upon by Quebec institutions.
Bylaw adoption mechanism
Unique to QBCA: bylaws adopted by directors take effect immediately on adoption (art. 113), but must be confirmed by shareholders at the next shareholder meeting. If not confirmed, they cease to have effect. This requires careful documentation: the directors' resolution adopting the bylaw, and a subsequent shareholders' resolution confirming it.
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.