A director has overall responsibility for the corporation. Collectively, the directors are called the Board of Directors.

A director is appointed by the shareholder(s) of the corporation.

Eligibility Requirements

A director must:

  • be at least 18 years old,
  • not have been declared mentally incapable by a court in Canada or in another country,
  • be an individual (a corporation cannot be a director), and
  • not be bankrupt.

Residency Requirements

25% of the directors must be 'resident Canadians'. This means that if a corporation only has one director, then that director must be a 'resident Canadian'. 


'Resident Canadian' means an individual who is

  • a Canadian citizen who ordinarily lives in Canada, or
  • a Permanent Resident who ordinarily lives in Canada.

Personal Liability

Directors remain liable for a few things going forward:

  1. Unpaid employee wages [up to six months if certain pre-conditions are met and the company can't pay].
  2. Taxes and remitances [like CPP, EI] owed to the government.
  3. Committing an illegal act or fraud.

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