The importance of preparing Annual Resolutions for your Company.

The Canadian Business Corporation Act ("CBCA") states that a corporation "... must hold a shareholders' meeting on a date that is no later than 15 months after holding the last preceding annual meeting, but no later than six months after the end of its preceding financial year." Alternatively, shareholders may pass a resolution in lieu of meeting. A resolution in lieu of a meeting may be useful for small corporations that have only one or a few shareholders. A resolution in lieu of meeting is a written resolution signed by all shareholders who would have been entitled to vote at the meeting that deals with all matters required to be dealt with at a shareholders' meeting. This resolution is just as valid as it would be if passed at a meeting of shareholders. This resolution should be retained in the corporation‘s records. The shareholders' meeting (or resolution in lieu of a meeting) allows shareholders to obtain information about the corporation's business and to make appropriate decisions regarding this business. The date of the meeting, or of the resolution, must be indicated on your Annual Return. Agenda At minimum, the agenda of an annual meeting must include the following items: - consideration of the financial statements; - appointment of an auditor (or a resolution of all shareholders not to appoint an auditor); and - election of directors. Often, the agenda includes an additional item, "any other business." This portion of the meeting allows shareholders to raise any other issues of concern to them. If directors want shareholders to consider a matter, it should be listed in the agenda prior to the meeting and not raised as "any other business." Calling a shareholders' meeting The directors must notify voting shareholders of the time and place of a shareholders' meeting. They must do so no more than 60 days and no fewer than 21 days before the meeting date. For example, if the meeting is to be held on May 20, the notice of the meeting should be sent no earlier than March 22 and no later than April 30. Unless otherwise provided by the by-laws or the articles, this notice can be sent electronically to shareholders if they have previously consented to receiving such notices electronically and if they have designated a system for receiving them. Location of the shareholders' meeting The annual meeting may be held in Canada at a place specified in the by-laws. Or, if the by-laws do not specify a location, directors may choose one. An annual meeting may be held outside Canada only in cases where the corporation's articles permit it or if all voting shareholders agree. Also, where the corporation's by-laws permit it, the directors of a corporation may decide that a meeting of shareholders will be held entirely by means of a telephonic, electronic or other communication means that will permit all participants to communicate adequately with each other during the meeting. In such cases, it is the responsibility of the corporation to make these facilities available. Unless otherwise provided by the by-laws, a corporation can allow shareholders to attend the meeting electronically. The communications system used must permit all participants to communicate adequately with each other during the meeting. Other requirements of the shareholders' meeting Quorum Unless a quorum of shareholders is present or represented at annual or special shareholders' meetings, no business that is binding on the corporation can be conducted. A quorum is present at a meeting when the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy, regardless of the number of persons actually present at the meeting. Note, however, that a corporation's by-laws can provide for a different type of quorum. Electronic voting Unless the corporation's by-laws specifically forbid it, electronic voting is allowed, as long as it is possible to verify the vote without knowing how each shareholder voted. Minutes of the meeting The corporation must keep a written record of the meeting. This record usually includes such information as: where and when the meeting was held; who attended; and the results of any voting.

Startup funding: A closer look at FedDev!

Today, I would like to share a great article written by Mark Evans and published in The Globe and Mail. Over the past few months, a relatively unknown player has been sprinkling seed money on a growing number of startups, providing the ecosystem with a source of much-needed capital. So what is FedDev Ontario and why the flurry of investments? FedDev is a federal agency created in 2009 to support the southern Ontario economy to “mitigate and overcome economic challenges, as well as position the region to compete globally.” Translation: It is looking to jump-start economic development and create jobs. Well, that certainly sounds ambitious, doesn’t it? So why the focus on startups, which tend to be risky ventures that could support economic development but could also flame out after a short time? To get the scoop on FedDev, I asked a few questions to FedDev spokesman Kevin Miller. Q: What role does FedDev Ontario play within the investment and startup ecosystem? A: Consultations with stakeholders in southern Ontario after the launch of the agency revealed the business community faces real challenges when it comes to productivity, competition and innovation. In particular, startup companies lack access to capital and investors to help them bring promising ideas and innovations into the market. Through Investing in Business Innovation, FedDev Ontario is focusing on early-stage businesses that are recognized as having the potential for high growth and a net long-term economic benefit for southern Ontario. IBI also provides funding to help angel organizations attract new investors and encourage the growth of angel investment funds. Q: Who's eligible for the program and how does FedDev Ontario decide who gets money? A: Eligible recipients under this initiative are startup businesses, defined as companies with less than 50 employees, not-for-profit angel investor networks, and not-for-profit organizations representing angel investor networks. FedDev Ontario assesses applications based on specific criteria, as outlined in the program guidelines. Q: What's the range of investment made by FedDev Ontario in a particular company? A: Startups in southern Ontario may request up to $1-million in repayable contributions. Angel investor network applicants may request one-time, non-repayable funding of up to $50,000 to help them attract new investors. Organizations representing southern Ontario angel networks may request non-repayable funding of up to $2-million to support investment attraction and other development activities. Q: Are there any limitations on how the money can be spent or when it needs to be spent? A: Funding needs to be spent by March 31, 2014 Q: Are all contributions repayable? A: Contributions to startup companies are repayable. Contributions to not-for-profit angel investor networks and organizations representing southern Ontario angel networks are non-repayable. Q: How many companies have received financing so far? A: To date, FedDev Ontario has announced investment in funding for projects with the following organizations: Powernoodle, Nulogy, Guardly, Miovision Technologies, Maintenance Assistant Inc., Chango Inc., Wave Accounting Inc., gShift Labs Inc., Ultimate Kiosk Inc. and the Niagara Angel Network. Q: How big is the program and how long will it last? A: FedDev Ontario has notionally allocated up to $190-million until March 31, 2014 for Investing in Business Innovation. However, all project activities must be completed by that date.