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Corporate

Can a non-resident of Canada be a director of an Ontario corporation?

TSL Written by the Treadstone Law team· Updated June 2026

Yes. Ontario has no director residency requirement. Every director of an Ontario corporation can be a non-resident, and the board can be entirely non-Canadian. Until July 5, 2021 the Business Corporations Act (Ontario) did require at least 25% of directors to be resident Canadians, but that requirement was removed — so older guidance you may find online is out of date.

This is now a real point of difference between incorporating provincially and federally. A corporation incorporated under the federal Canada Business Corporations Act still generally must have at least 25% resident Canadian directors, and at least one where there are fewer than four. For a business with a mostly international board, that difference alone often decides which statute to incorporate under.

Directors still have to meet the other qualifications — being at least eighteen, not bankrupt, and capable — and non-resident directors carry exactly the same duties and personal liability as Canadian ones, including for unpaid wages and unremitted source deductions. Those liabilities are not reduced by living abroad, which is worth understanding before accepting a seat.

Key takeaways

  • Ontario has NO director residency requirement — it was removed on July 5, 2021.
  • An Ontario corporation's board can be entirely non-resident.
  • The federal CBCA still generally requires 25% resident Canadian directors — a genuine reason to choose one statute over the other.
  • Non-resident directors carry the same duties and personal liability as resident ones.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone corporate lawyer can help.
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