Does at least one director of my Ontario corporation have to be a Canadian resident?
No. Ontario removed its director residency requirement effective July 5, 2021, under the Better for People, Smarter for Business Act, 2020. Before that date, the Business Corporations Act (Ontario) required at least twenty-five percent of a corporation's directors to be resident Canadians, with at least one where the board had fewer than four directors. That rule no longer exists, and an Ontario corporation's board can now be made up entirely of non-resident directors.
This makes provincial incorporation different from federal incorporation on this point. The Canada Business Corporations Act still generally requires that at least twenty-five percent of directors be resident Canadians, and at least one if there are fewer than four directors. For that federal purpose, a resident Canadian is a Canadian citizen ordinarily resident in Canada, a Canadian citizen not ordinarily resident in Canada who is a permanent resident, or a permanent resident who has not yet become a citizen.
If none of your directors are Canadian, incorporating in Ontario avoids a hurdle federal incorporation still imposes. If you already hold a CBCA corporation, the federal rule still binds you, and continuing into Ontario is one option. If your guidance predates July 2021, check with a corporate lawyer before turning away a director for a residency reason that no longer applies provincially.
Key takeaways
- Ontario removed its resident Canadian director requirement effective July 5, 2021.
- An Ontario corporation's board can now be entirely non-resident.
- The federal CBCA still generally requires 25% resident Canadian directors, at least one if there are fewer than four.
- Guidance describing an Ontario director residency requirement predates 2021 and is now out of date.