Directors' Liabilities

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If you are a director of a corporation that is an employer or agent, you must make sure that the corporation remits certain amounts to us. If it fails to do so, you could be required to pay the amounts concerned, as well as the interest and penalties imposed in respect of any remittances not made on time.

This means that you could be liable for amounts that the corporation

  • failed to deduct, withhold or collect under a tax law;
  • deducted, withheld or collected under a tax law, but failed to remit to us; or
  • failed to remit to us as employer contributions.

You may be held liable for such amounts in cases where we are unable to recover them from the corporation or where the corporation goes bankrupt.

However, before we send you a notice of assessment for amounts not remitted by the corporation, we must

  • ensure that the corporation went bankrupt; 
  • obtain a judgment against the corporation concerning the amount that remains unpaid following a seizure of the corporation's property that did not result in the recovery of the total amount owing; or
  • ensure that the corporation has begun liquidation or dissolution proceedings, or has already been dissolved. 

The amounts recoverable from a director are therefore limited to the amounts not paid by the corporation.

Exceptions

There are three situations in which you may not be held liable:

  • You acted with reasonable care, dispatch and skill under the circumstances.
  • Under the same circumstances, you could not have been aware of the omission.
  • It has been at least two years since you were a director of the corporation.

The law makes no distinction between types of directors. Even if you were a passive director, your lack of involvement does not necessarily mean that you will not be held liable as a director.

As a director of a corporation, you may be held personally liable. If you are, or cease to be, a director of a corporation, make sure that all required procedures have been followed and that this is substantiated in official documents.

Cessation of operations 

As a director of a corporation, you may also be held liable if you proceed with the distribution of the corporation's property without first notifying us of the distribution or if you assent to the distribution or acquiesce or participate therein and it has not been authorized.

Property may be distributed, for example, if

  • a large portion of the property used for the corporation's operations is sold; or
  • the corporation disposes of its property otherwise than in the course of its regular activities.

You must therefore act cautiously and notify us of your intent to distribute the corporation's property by completing form MR-14.B-V, Notice Before Distribution of Property, and sending it to us. Where appropriate, we will then issue you a certificate authorizing you to distribute the corporation's property.

If you distribute the corporation's property without having obtained a certificate, or if you assent to the distribution or acquiesce or participate therein and it has not been authorized, you may become personally liable for the amounts owed by the corporation (including interest, penalties and other charges), up to the value of the property distributed.

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