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

Directors and officers are two different roles inside a corporation, though the same person can hold both.

Directors are elected by shareholders to oversee and direct the affairs of the corporation at a high level. They are responsible for setting major policies, approving financial statements, declaring dividends, and ensuring the corporation meets its legal obligations. In Ontario, most private corporations must have at least one director. Directors can face personal liability in specific situations — for example, for unpaid employee wages, source deductions, or HST arrears — so the role carries real responsibility.

Officers are appointed by the directors to handle day-to-day management. Common officer titles include President, Secretary, and Chief Financial Officer (or Treasurer). Officers carry out the decisions of the board and run the business operations.

In a single-person company, one individual typically serves as the sole director, sole shareholder, and President. As the business grows and brings in partners or employees, the distinction becomes more important. A shareholders' agreement can set out how directors are elected and what decisions require shareholder approval, adding an important layer of protection when there are multiple owners.