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

Under the Ontario Business Corporations Act, at least 25% of the directors of an Ontario corporation must be resident Canadians. If a corporation has fewer than four directors, at least one must be a resident Canadian. This residency requirement exists to ensure that corporations incorporated in Ontario maintain a meaningful local governance presence.

A non-resident director can serve on an Ontario board, but only within those proportional limits. There is no blanket prohibition — many Ontario corporations have international boards with a mix of Canadian and non-resident directors. The obligation falls on the corporation to ensure that the residency threshold is met at all times, not just at the time of incorporation.

In practice, corporations track residency as part of their annual corporate maintenance. If a resident Canadian director dies, resigns, or moves abroad, and the minimum is no longer met, steps should be taken promptly to appoint a qualified replacement or elect one at the next shareholders' meeting. Failure to maintain the residency requirement can affect the validity of board resolutions. If you are structuring a corporation with a predominantly international ownership or board, a corporate lawyer can help design a governance structure that stays compliant.