How are the duties of officers different from the duties of directors in Ontario?

Under the Ontario Business Corporations Act, officers owe the corporation the same core duties as directors — the duty to act honestly and in good faith with a view to the best interests of the corporation, and the duty to exercise the care, diligence, and skill of a reasonably prudent person. In that sense, the statutory foundation is identical.

Where officers and directors differ is in role and authority. Directors are responsible for governance — setting strategy, overseeing management, and making major decisions at the board level. Officers are appointed by the board to carry out day-to-day management functions: a CEO executes the board's direction, a CFO manages financial operations, and so on. Officers derive their authority from the board, not directly from the corporation's constitution.

In practice, officers face liability for their own wrongful acts in managing the corporation — not simply because something went wrong under their watch, but because they personally acted negligently or in bad faith. An officer who signs contracts, directs employees, or handles finances that result in harm may face personal liability. In a small corporation where director and officer functions overlap in one person, all these duties apply simultaneously, making governance hygiene especially important.