A resignation is not effective because you stopped going to meetings. It takes a written resignation delivered to the corporation, and a filing with the Ontario Business Registry within 15 days. Until both are done, the CRA and unpaid employees can still look to you. Flat fee $1,128.87, taxes included.
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Under the Business Corporations Act (Ontario), a resignation takes effect when your written resignation is received by the corporation, or at a later date named in the resignation itself, whichever is later. Nobody has to accept it and no meeting is required. But it has to be in writing, it has to be delivered, and you need proof of the date.
The corporation must then file a notice of change with the Ontario Business Registry within 15 days. That is the corporation's obligation, not yours, which is the problem: a company you have just walked away from is not always motivated to file. The public record is what lenders, landlords and the CRA rely on.
Verbal resignations, angry emails and simply going quiet end nothing. Neither does selling your shares. Shareholder, officer, employee and director are four separate roles, and you have to exit each one deliberately.
An Ontario corporation must have at least one director. If you are the only one, your resignation leaves the corporation with no board, and the OBCA both restricts that outcome and deems people who keep managing the business to be directors anyway. The practical answer is to appoint a successor by shareholder resolution first, then resign.
That deemed-director rule catches people who resign on paper and keep signing cheques, dealing with the bank or directing staff. If you continue to manage or supervise the management of the business, you can be treated as a director for liability purposes no matter what the register says.
If the shareholders will not appoint a replacement and you cannot get the filing made, send the resignation to the registered office by a method that generates a receipt, notify the CRA and any lender in writing, and stop acting immediately. That evidence is what a due diligence defence is built from later.
You stay exposed for the period you were a director. Unremitted payroll source deductions and net HST are the common ones. The CRA can assess a director personally, and its window to do so generally runs for two years after you last ceased to be a director. That clock only starts if you actually ceased, provably.
Unpaid wages are the other. The OBCA makes directors jointly and severally liable for up to six months' wages and up to twelve months' vacation pay accrued while they were directors, and the Employment Standards Act, 2000 gives employees a parallel route through a Ministry of Labour order.
Personal guarantees survive resignation entirely. A guarantee you signed for a lease, a bank line or a supplier account is a contract between you and that party. Only that party can release you, in writing. Resigning as a director does nothing to it, and neither does selling the business.
Have the corporation file the notice of change, then check the public record yourself a week later. Get a copy of the resolution appointing your successor. Ask for a written indemnity covering the period you served, and ask whether the directors' and officers' policy is claims-made, because cover for old conduct can vanish when that policy lapses.
Then deal with the operational tails: remove yourself from bank signing authority, corporate credit cards, the CRA business account representative list, WSIB and any sector regulator's records. Return corporate property, but keep copies of the records you would need to defend yourself if a claim shows up two years from now.
No. Under the OBCA a resignation is effective when the written resignation is received by the corporation, or at a later time stated in it, whichever is later. Nobody votes on it. What you do need is proof of delivery and a record of the date, because that date starts the CRA's assessment window and marks the end of the period for which you can be liable for wages.
Filing is the corporation's duty, but you are the one who suffers if it does not happen. Send the resignation to the registered office by a method that produces a receipt, write demanding the filing, and copy the CRA and any lender or landlord holding your guarantee. If the corporation still refuses, a lawyer's letter or, in a stubborn case, a court application can force the record to be corrected. Keep everything.
Not cleanly. The corporation must have at least one director, and where everyone walks away the people who keep running the business can be deemed to be directors. Appoint a replacement by shareholder resolution first, file the change, and resign in the same sitting. If the shareholders will not co-operate, resign anyway, stop acting entirely, and document all of it, but expect an argument later.
No. A guarantee is a separate contract with the bank, landlord or supplier. It survives your resignation and usually survives a sale of your shares too. The only way out is a written release from the party holding it, or a replacement guarantor they will accept. Ask for that while you still have leverage, which means before you resign, not after.
For unremitted source deductions and net HST, the CRA generally has two years from the day you last ceased to be a director to assess you personally. There is a due diligence defence if you can show you took reasonable steps to prevent the failure. Both of those depend on proving the date you stopped being a director, which is why the paperwork matters more than it looks.
Open your file tonight — a licensed Ontario lawyer will confirm everything with you by tomorrow.