Requirements
for Directors of Ontario Corporations
"Resident Canadian" -
Ontario Corporations: Under the Business
Corporations Act (Ontario), the term "resident
Canadian" has been defined to mean an
individual who is:
(i) a Canadian citizen ordinarily resident in
Canada or a permanent resident within the meaning of
theImmigration Act (Canada) ordinarily
resident in Canada; or
(ii) a Canadian citizen not
ordinarily resident in Canada who is a member of a
prescribed class of persons.
A majority of directors of an Ontario corporation
must be resident Canadians. Where there are only one
or two directors, that director or one of the
two directors, as the case may be, must be a
resident Canadian.
Requirements
for Directors of Federal (Canada) Corporations
"Resident
Canadian" - Canada (Federal) Corporations:
Under the Canada Business Corporations Act,
the term "resident Canadian" has been
defined to mean an individual who is:
(i) a Canadian citizen ordinarily resident in
Canada;
(ii) a Canadian citizen not ordinarily
resident in Canada who is a member of a prescribed
class of persons; or
(iii) a permanent resident within the
meaning of the Immigration Act (Canada) and
ordinarily resident in Canada (except a permanent
resident who has been ordinarily resident in Canada
for more than one year after the time at which he
first became eligible to apply for Canadian
citizenship).
Under the Canada Business Corporations Act,
at least 25% of the directors of the Corporation
must be resident Canadians. However, if the
Corporations has less than 4 directors, at least one
director must be a resident Canadian.
Qualifications
of Directors
For both Ontario corporations and Canada (Federal)
corporations, the following persons are disqualified
from being a director of a corporation:
(i) anyone who is less than 18 years of
age;
(ii) anyone who is of unsound mind and has
been so found by a court in Canada or elsewhere;
(iii) a person who is not an individual; or
(iv) a person who has the status of
bankrupt.
