A Board Resolution For Change Of Company Name is a crucial corporate governance document required when a company decides to modify its legal name in Canada. This document is necessary to comply with either federal requirements under the Canada Business Corporations Act (CBCA) or provincial corporate legislation, depending on the jurisdiction of incorporation. The resolution must be passed at a properly constituted board meeting with quorum present, and may require subsequent shareholder approval depending on the company's articles and bylaws. The document typically includes details of the board meeting, the current and proposed company names, confirmation of NUANS search results, and specific authorization for corporate officers to file necessary documentation with governmental authorities and implement operational changes. This resolution serves as official evidence of the board's decision and is required for filing Articles of Amendment with the appropriate corporate registry.
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1. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum
2. Attendance: List of directors present and absent, and any other attendees
3. Current Company Details: Current legal name and registration number of the company
4. Proposed Name Change: Statement of the proposed new company name
5. NUANS Search Results: Confirmation that a NUANS search has been conducted and results are satisfactory
6. Resolution: Formal resolution text approving the name change
7. Authorization: Authorization for officers to file necessary documentation and implement the change
8. Certification: Signature section certifying the resolution as true and passed by the board
1. Shareholder Approval: Section noting requirement for and/or confirmation of shareholder approval if required by articles or bylaws
2. Business Name Registration: Additional resolutions regarding registration of business names if company operates under multiple names
3. Regulatory Notifications: List of regulatory bodies to be notified of name change, if applicable to company's industry
4. Implementation Timeline: Specific timeline for implementing the name change, if board wishes to specify this
5. Recitals: Background information explaining reasons for name change, if board wishes to document this
1. Schedule A - NUANS Report: Copy of the NUANS name search report showing availability of proposed name
2. Schedule B - Articles of Amendment: Draft Articles of Amendment to be filed with the appropriate government body
3. Schedule C - Notice to Shareholders: Draft notice to shareholders regarding name change if shareholder approval is required
4. Schedule D - Implementation Checklist: Checklist of tasks required to implement the name change across all business operations
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