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Table of Contents

Introduction Auditor Appointment Annual General Meetings Annual Report Filing Sample Documents with Case Studies Template Directors and Shareholders Resolutions for easy use Annual Report filing

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Copyright © 2009 by Simply Legal Inc. All rights reserved. First edition, 2009. No part of this Kit may be reproduced or transmitted in any form by any means – graphic, electronic, or mechanical – without permission in writing from the publisher. Purchase of this Kit grants the purchaser a single license to use the forms and sample templates included in this Kit for one corporation only.

Part 2 Annual General Meetings
A British Columbia corporation is required to hold an annual general meeting of its shareholders each calendar year or have the shareholders sign resolutions in place of holding an actual meeting. A corporation’s first annual general meeting must be held within 18 months of its incorporation date and in each calendar year thereafter within 15 months after its last annual general meeting (or annual reference date if unanimous resolutions were passed in place of holding such a meeting - - see below for more information). This Kit provides information on the mandatory corporate business that must be conducted at an annual general meeting or set out in written unanimous shareholders resolutions in place of a meeting. 1. Financial Statements

The directors are required to present annual financial statements to the shareholders each year unless all of the shareholders (both voting and non-voting shareholders) waive this requirement by passing unanimous shareholders resolutions. The financial statements must be prepared in accordance with generally accepted accounting principles and must include: a balance sheet, a statement of retained earnings, an income statement and a cash flow statement. It is recommended to seek the assistance of a qualified accountant for the preparation of the statements, which are usually prepared at the same time as the completion of a corporation’s corporate tax return. The annual financial statements must not be more than 6 months old when the annual general meeting of the shareholders is held or when unanimous shareholders resolutions are signed in place of holding a meeting. If a meeting is not held or resolutions signed within 6 months of a corporation’s fiscal year end the annual financial statements will become stale dated for purposes of presentment to the shareholders, in which case interim statements will need to be prepared so that the information in the statements is not more than 6 months old. To avoid having to prepare interim financial statements many corporations hold their annual general meetings or have shareholders resolutions signed in place of holding an actual meeting within 6 months after their fiscal year ends. This Kit contains various versions of unanimous shareholders resolutions that can be used for either accepting financial statements as presented to the shareholders or waiving the requirement of presentment to the shareholders each year. 2. Auditor

As mentioned above, a corporation is required to appoint an auditor each year unless all of the shareholders (both voting and non-voting shareholders) waive the requirement each year. This is usually done at a corporation’s annual general meeting or in the unanimous shareholders resolutions that are prepared and signed in place of holding an actual meeting. This Kit contains various versions of unanimous shareholders resolutions that can be used for either appointing an auditor or waiving the auditor requirement each year.

Simply Legal Inc. Copyright 2009