Liabilities of Directors of Corporations
Your responsibilities as a director go beyond attending board meetings and making decisions. You are also responsible for ensuring that the corporation meets its tax obligations.
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 also be required to pay the amounts, as well as the related interest and penalties.
This means that you and the corporation could be solidarily liable for paying amounts that the corporation did not remit, if you were a director when the corporation:
- failed to remit an amount it deducted, withheld or collected under a tax law;
- failed to deduct, withhold or collect a required amount under a tax law; or
- failed to remit employer contributions required under a law.
However, you are only solidarily liable for paying the amounts if one of the following conditions is met:
- even after seizure of the corporation's movable property, all or part of the amount owed by the corporation under a judgment remains unpaid;
- the corporation declared bankruptcy;
- the corporation has begun the liquidation or dissolution proceedings or has been dissolved.
The amounts recoverable from a director are therefore limited to the amounts not paid by the corporation.
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.
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.
During the sale of the assets of a corporation of which you are a director, you may become personally liable for amounts owed by the corporation if you distrbute the corporation's property without notifying us or if you consent to, agree to or participate in an unauthorized distribution. In the following cases, you may be required to pay the duties, interest, penalties and other amounts owed by the corporation (or that become due in the 12 following months), up to the value of the distributed property:
- The corporation liquidated its assets—in other words, it sold all or nearly all of its assets other than in the normal course of business.
- The proceeds from the sale of the corporation's assets were paid to one or more of its creditors.
In such a situation, you must 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.