Are there any restrictions on running an Ontario corporation with just one director?

A private Ontario corporation can legally operate with a single director, and many small businesses do exactly that. The sole director is typically also the sole shareholder and the sole officer. This structure is simple and common, but it comes with a few things to be aware of.

First, Ontario used to require that a sole director be a resident Canadian, but that requirement was removed in 2021, so a sole director of an Ontario corporation can now be a non-resident. Second, if the sole director is also the only signing officer and becomes incapacitated, the corporation's ability to function can be disrupted. For business continuity purposes, having a succession plan or authorizing a trusted agent is worth considering.

Third, while one director is legally sufficient, some banks, insurers, or counterparties may look more closely at single-director corporations when doing their own due diligence. It is not a legal barrier, but practically it is something to be aware of. Finally, the minute book and annual resolutions still apply even when you are the only director and shareholder — you still need to sign your annual resolutions in writing each year and keep the records current.