This paper provides an overview of directors’ and officers’ duties and liabilities. For individuals that are acting as directors, or contemplating acting as directors of corporations, understanding these duties and liabilities is good governance and helps to protect against liability, both for the corporation and personally. For First Nations that own corporations, understanding the scope of directors’ and officers’ obligations can help to ensure that businesses are set up for success.
This paper refers to the duties and liabilities of directors and officers of corporations. Readers should note that directors and officers of societies and not-for-profit corporations have similar duties and liabilities. In addition, if businesses are operated through a partnership that includes a corporate partner, the directors of that company have directors’ duties and liabilities with respect to the partnership business.