In most cases, yes. Ontario and federal corporate legislation treat the director’s written consent as a condition of valid election or appointment rather than as an optional formality, with two exceptions.

The general rule

Under section 119(9) of the Business Corporations Act (OBCA) and section 106(9) of the Canadian Business Corporations Act (CBCA), every individual elected or appointed as a director must consent to hold that office, either in writing, before the appointment or within ten days thereafter, or by presence at the meeting without refusal to act.

Who does not need to sign a Consent?

• Presence at the meeting: an individual present, whether physically or by electronic means, at the meeting at which the appointment or election occurs, and who does not refuse the office, is deemed to have consented;
• Re-election: an individual re-elected or re-appointed to serve consecutive terms is not ordinarily required to execute a new consent for each successive term.

Consequences of non-compliance

If no exception applies and no consent is given within the statutory period, the individual is not validly a director; resolutions in which the individual claimed to participate may be challenged, and the individual may not receive the statutory protections, including indemnification, available to properly appointed directors.

Illustration

When a board appoints two new directors by written resolution in lieu of a meeting, neither individual has been “present” for purposes of the deemed-consent exception; each must provide written consent within ten days for the appointment to take legal effect. Should one director fail to do so, that individual’s appointment is invalid. A further resolution accompanied by a proper consent should then take place.

Getting the legal help you need

Incorporating a business is stressful, but choosing the right board of directors can provide clarity, certainty, and peace of mind. The law dictates that the individual’s own written agreement is required as a condition of valid election or appointment. Get your Consent to Act as Director quickly and affordably with Legal Line Documents. Start now—it only takes a few minutes.

								
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