Can a director take a business opportunity for themselves if the corporation might have wanted it?

Generally, no. The corporate opportunity doctrine is a branch of directors' fiduciary duties in Ontario. A director who learns of a business opportunity in their capacity as a director — or through information or resources belonging to the corporation — cannot simply take that opportunity for personal gain without first offering it to the corporation or obtaining informed consent from the board.

Whether an opportunity "belongs" to the corporation depends on the circumstances: how the director came to know of it, whether the corporation had the capacity to pursue it, whether the director was acting in their corporate capacity at the time, and whether the corporation had a reasonable expectation of being offered the opportunity. Courts look at the substance, not the form.

If a director concludes the corporation does not want or cannot pursue an opportunity, the safest approach is to disclose the opportunity fully, obtain a board resolution confirming the corporation is not interested, and then proceed personally. Without that documented process, a director who profits from the opportunity may have to account to the corporation for those profits even if the corporation suffered no direct loss. When in doubt, disclosure is always the safer path.