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

For Federal Incorporations, 25% of the directors of your company must be "Resident Canadian". Provincial incorporations for Ontario, Alberta and BC do not have this requirement.

'Resident Canadian' means an individual who is

  • a Canadian citizen who ordinarily lives in Canada, or

  • a Permanent Resident who ordinarily lives in Canada.

To open an RBC business bank account, the director(s) must attend an in-person appointment at an RBC branch to complete the account opening process.

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 remittances [like CPP, EI] owed to the government.

  3. Committing an illegal act or fraud.

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