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.
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.
For federal, Ontario, and Alberta corporations, 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.
In British Columbia, there is no residency requirement. Anyone can incorporate a business in BC so long as they have an address in the province where they can receive mail.
Directors remain liable for a few things going forward:
- Unpaid employee wages [up to six months if certain pre-conditions are met and the company can't pay].
- Taxes and remittances [like CPP, EI] owed to the government.
- Committing an illegal act or fraud.