In both Canada and Quebec, as noted earlier, annual meetings may be held by way of written resolutions instead of meetings held by way of minutes, for both directors and shareholders.
In the case of a shareholders’ meeting held by written resolution in both Canada and Quebec, it is essential that all shareholders entitled to vote sign the written resolutions adopted by them; otherwise, a formal meeting must be held by minutes, in the presence of the shareholders who have been summoned, at the conclusion of which the decisions adopted by them will be recorded in the minutes of that meeting. However, in Quebec, in order to be able to sign written resolutions, shareholders must not owe any arrears on capital calls or must have paid for their shares in full.
In the case of a meeting of directors held by written resolutions in Canada as well as in Québec, it is essential that all serving directors sign the written resolutions adopted by them; otherwise a formal meeting must be held, with minutes taken, in the presence of the directors who were summoned, at the conclusion of which the decisions adopted by them will be recorded in the minutes of that meeting.