INCORPORATION FORM

Frequently Asked Questions

• Q: What is a director?
• A: A director of a company is the manager of the company and is responsible for making business decisions on behalf of the company.
• Q: Do the directors of a company need to be owners?
• A: No, directors of a company do not need to be owners, likewise owners of a company do not need to be directors.
• Q: Can a person be an owner and a director?
• A: Yes, a person may be an owner and a director.
• Q: Can a company be a director?
• A: No, a director must be an individual.
• Q: Do directors need to be residents of the province where the company is incorporated?
• A: No.
• Q: Do directors need to be Canadian residents?
• A: Most provinces have Canadian residency requirements for the board of directors:
  
  
  1. Federal: 25% of the directors must be residents of Canada.
  2. British Columbia: There are no Canadian residency requirements for the board of directors.
  3. Alberta: there are no Canadian residency requirements for the board of directors.
  4. Saskatchewan: 25% of the directors must be residents of Canada.
  5. Manitoba: 25% of the directors must be residents of Canada.
  6. Ontario: There are no Canadian residency requirements for the board of directors.
• Q: Who decides who the directors of the Company will be?
• A: Directors are elected by the owners of the company holding the voting shares.
• Q: Who cannot be a director of a company?
• A: According to corporate laws in B.C., a person is disqualified from becoming a director of a company if that person is:
  
  a)  under the age of 18 years,
  b)  found by a court, in Canada or elsewhere, to be incapable of managing the individual's own affairs,
  c)  an undischarged bankrupt, or
  d)  convicted of an offence in connection with the promotion, formation or management of a corporation or unincorporated business, or of an offence involving fraud, unless
      i)  the court orders otherwise,
      ii)  5 years have elapsed since the last to occur of
             A)  the expiration of the period set for suspension of the passing of sentence without a sentence having been passed,
             B)  the imposition of a fine,
             C)  the conclusion of the term of any imprisonment, and
             D)  the conclusion of the term of any probation imposed, or
      iii)  a pardon was granted or issued under the Criminal Records Act (Canada).
• Q: How many directors does a company need to have?
• A: A company must always have at least one (1) director at all times. A company may have as many directors as the owners determine at any given time.
• Q: What are the duties of a director?
• A: The directors of the company are the managers of the company and are responsible for making business decisions on behalf of the company. Every director and officer of a corporation in exercising their powers and discharging their duties must act honestly and in good faith with a view to the best interests of the corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
• Q: Can a director resign?
• A: Yes, a director can resign at any time by providing written notice to the company at its registered address. There are some filings with the Corporate Registrar that must be filed to document a change of directorship of a company. Please email our office at [email protected] for more information.
• Q: Can I add directors at a later date?
• A: Yes, the owners of the company may elect to add directors at any time.