Can I face personal liability as a director after an Ontario corporation has been dissolved?

Yes, in certain respects. Dissolution of an Ontario corporation does not automatically extinguish all pre-dissolution liabilities of directors. The Ontario Business Corporations Act provides that despite dissolution, directors remain liable for obligations imposed on them personally by statute — such as wage liability and unlawful distribution liability — that arose before dissolution. Creditors may also seek revival of the corporation to pursue claims against it, which can in turn affect directors.

For statutory liabilities such as CRA remittances, the Canada Revenue Agency has authority to assess directors for obligations incurred before dissolution, subject to the applicable limitation periods running from the time the director ceased to hold office. Dissolution of the corporation does not reset or extend the limitation period from the director's perspective, but it also does not prevent CRA from pursuing a previously identified liability.

Directors who wind down a corporation should ensure that the winding-down process includes paying or making provision for all known obligations — especially payroll, source deductions, HST, and outstanding wages — before distributing any remaining assets to shareholders. Distributing assets to shareholders while known obligations remain outstanding can expose directors to personal liability for those obligations. Getting legal advice before formally dissolving a corporation, particularly one with outstanding debts or obligations, is important to avoid post-dissolution personal liability.