Who Can Be a Director of a Canadian Corporation? *

A director must be:

- at least 18 years old;
- of sound mind (i.e. not a person a court has determined to be of unsound mind);
- an individual (a corporation cannot be a director); and
not in bankrupt status.

Ordinarily, at least 25 percent of the directors of a corporation must be resident Canadians. However, if a corporation has fewer than four directors, then at least one of them must be a resident Canadian. In addition, corporations operating in sectors subject to ownership restrictions (such as airlines and telecommunications) or corporations in certain cultural sectors (such as book retailing, video or film distribution) must have a majority of resident Canadian directors. For these specific sectors, we strongly suggest that you see legal advise prior to incorporation.

Directors may hold shares of a corporation where they are directors. However, the directors of a corporation are not required to hold shares in the corporation unless the Articles of Incorporation make this a requirement for the directors.

* From the Guide to Federal Incorporation, please visit Corporation Canada website for more information.