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Liability of directors, officers, and shareholders

Region: Ontario Answer Number: 226

One of the main benefits of the corporate form of business is that the shareholders, directors and officers of a corporation are not usually held personally responsible for the debts and obligations of the corporation. However, if a shareholder, officer, or director has personally guaranteed a loan or debt, he or she will be held personally responsible for it. In addition, there are some situations in which the directors of a corporation can be held personally responsible.

Under the legislation, directors are liable for:

  • corporate income tax,
  • GST and HST on its sales,
  • payroll remittances, including the employer’s portion of CPP and Employment Insurance, and
  • environmental issues.

Often, directors and officers buy ‘directors and officers liability insurance’ (D&O) to protect themselves in case any of these types of situations arise. In comparison, shareholders are not responsible for these statutory obligations.

In addition, directors may be liable to the shareholders or to the corporation, if a loss was suffered by them as a result of the director’s actions.

You should be careful if you have been asked to be a director for a corporation, or if you are not involved in the day-to-day business of the corporation in which you are already a director. It is important to be aware of your legal responsibilities as a director.

For legal advice and assistance with your corporation, and for all other business matters, contact our preferred lawyers, Singer Business Law .

For corporate supplies and help with business and corporate name searches, registrations and filings, contact our preferred service provider, Carswell Legal Solutions .

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