What is the difference between an officer and a director of an Ontario corporation?

Directors and officers play different roles in an Ontario corporation. Directors are elected by shareholders and are responsible for supervising the management of the corporation's business and affairs. They make decisions at the board level about major policies, compensation, and significant transactions. Directors are legally accountable for certain corporate decisions and can face personal liability in specific circumstances.

Officers are appointed by the board of directors to handle day-to-day management. Common officer titles include President, Chief Executive Officer, Secretary, Chief Financial Officer, and Vice-President. One person can hold multiple officer roles, and the same person can be both a director and an officer — in fact, this is very common in small corporations where the owner wears multiple hats.

The distinction matters for legal and governance purposes. Directors are elected by shareholders; officers are appointed by directors. Certain decisions require director approval, while other operational matters are delegated to officers. For government filings, director information must be reported to Ontario; officer information is generally internal unless the bylaws require otherwise. Understanding these roles helps structure the corporation appropriately and clarifies who has authority to sign contracts, open bank accounts, or make operational commitments.