Incorporation in Canada

Directors and Officers

Every company must have at least one director, and there may be several. Only individuals (i.e., living persons) may be directors of a company. Directors do not need to be shareholders, but they can be. Directors administer the affairs of the company and make all major decisions for the company. In start-up companies the sole shareholder is often the sole director of the company.

As a general rule, directors of corporations in Canada must be 19 years old or older.

Officers of a company are appointed by the directors. Officers are the people who hold senior management positions, such as President, Vice-President, and Secretary and Treasurer. A company must appoint a President and a Secretary, but because officers may hold more than one position, it is common in start-ups for the president to also be the scretary and treasurer.

Residency

There are often Canadian residency requirements for corporate directors. Where you incorporate sets the requirements:

  • Federal: at least 25% must be residents of Canada
  • Alberta: at least 25% must be residents of Canada
  • British Columbia: does NOT require that directors be residents of Canada
  • Manitoba: a majority (51%) must be residents of Canada.
  • New Brunswick: does NOT require that directors be residents of Canada
  • Newfoundland and Labrador: a majority (51%) must be residents of Canada.
  • Nova Scotia: does NOT require that directors be residents of Canada
  • Nunavut: does NOT require that directors be residents of Canada
  • Northwest Territory: does NOT require that directors be residents of Canada
  • Ontario: a majority (51%) must be residents of Canada. If there are only two directors, then only one is required to be a Canadian resident.
  • Prince Edward Island: does NOT require that directors be residents of Canada
  • Quebec: does NOT require that directors be residents of Canada
  • Saskatchewan: a majority (51%) must be residents of Canada and at least one director must be a resident of Saskatchewan.
  • Yukon: does NOT require that directors be residents of Canada

You will need to know the following for each owner, director, and officer:

  • first and last name
  • date of birth
  • their complete residential address
  • telephone number
  • SIN
  • whether they are Canadian residents
  • their profession

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