How many directors does an Ontario corporation need to have?

Under the Ontario Business Corporations Act, a private corporation (one that is not offering shares to the public) must have at least one director. A public corporation must have at least three directors, and at least two of them must not be officers or employees of the corporation or its affiliates.

For most small and medium-sized private businesses, one or two directors is common and perfectly compliant. The articles of incorporation set out the minimum and maximum number of directors allowed. If you want flexibility, you can set a range (for example, a minimum of one and a maximum of ten), and the shareholders can elect any number within that range.

The number of directors set out in the articles of incorporation can later be changed by amending the articles, and shareholders elect (or re-elect) directors at each annual meeting or whenever a vacancy needs filling. Any change to who actually serves as a director, not just how many seats exist, must be reported to the Ontario government by filing a Notice of Change within fifteen days, so keeping the corporate registry current is an ongoing obligation rather than a one-time filing made at incorporation.