Do officers have the same personal liability exposure as directors in an Ontario corporation?

Generally, no. Ontario's Business Corporations Act attaches a specific list of personal liabilities to directors that do not automatically extend to officers who are not also directors. Directors can be personally liable for up to six months of unpaid employee wages, unremitted source deductions such as CPP, EI, and income tax withholdings, and certain environmental and tax arrears in specific circumstances. An officer who holds no director title does not carry these statutory liabilities simply by virtue of their office.

That does not mean officers face no risk. Officers owe the corporation their own fiduciary duty and duty of care, and can be personally liable for their own wrongful acts, such as fraud, negligent misrepresentation, or knowingly participating in a breach of the corporation's obligations. Courts have also held officers liable where they personally directed or authorized unlawful conduct, even without holding a director title.

In practice, many officers in small Ontario corporations are also directors, so the distinction can blur. But as a business grows and hires separate, non-director officers, such as a CFO or general manager who is not on the board, the gap in statutory liability becomes meaningful, and it is worth confirming in writing what liability protections, if any, an officer role carries, including any indemnification the corporation provides.