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.

There is also a residency requirement for Ontario corporations: at least twenty-five percent of the directors must be resident Canadians. If there are fewer than four directors, at least one must be a resident Canadian. This requirement applies to directorships and is separate from citizenship for shareholders. If your corporation has or plans to have non-Canadian directors, plan the board composition accordingly and seek advice before making changes.