Does at least one director of my Ontario corporation have to be a Canadian resident?

Yes. The Ontario Business Corporations Act requires that at least twenty-five percent of a corporation's directors be resident Canadians. If a corporation has fewer than four directors, at least one director must be a resident Canadian.

A resident Canadian, for corporate law purposes, is a Canadian citizen ordinarily resident in Canada, a Canadian citizen not ordinarily resident in Canada who is a permanent resident of Canada, or a permanent resident of Canada who has not yet become a Canadian citizen. The definition is found in the Act itself.

This requirement affects how you structure your board if some of your directors are foreign nationals. For a corporation with, for example, four directors, at least one must be a resident Canadian. Failing to meet this requirement does not automatically invalidate board decisions, but it can create compliance problems and may be flagged during due diligence. If your ownership or management team is internationally diverse, it is worth reviewing your board composition with a corporate lawyer before incorporating or making director changes.