INCORPORATION FORM

Frequently Asked Questions

• Q: Do I need to appoint officers?
• A: No, there is no legal requirement to appoint officers.
• Q: What is an officer?
• A: An officer is an individual appointed by the director(s) of the company who is tasked with handling the day-to-day management of the company. The director(s) of the company may specify the duties of the officers.
• Q: Do the officers of a company need to be directors?
• A: No, officers of a company do not need to be directors, likewise, directors of a company do not need to be officers.
• Q: Can a person be an officer and a director?
• A: Yes, a person may be an officer and a director.
• Q: Can a person be an officer, director and owner?
• A: Yes, a person may be an officer, director and owner.
• Q: Can a company be an officer?
• A: No, an officer must be an individual.
• Q: Who appoints officers?
• A: Officers are appointed by the directors of the company.
• Q: Who cannot be an officer of a company?
• A: According to the Business Corporations Act, a person is disqualified from becoming an officer 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: Do officer's titles have any legal significance?
• A: No, officer’s titles do not hold any legal significance or dictate the duties of the officer unless there is a written document from the company that specifies these duties that has been distributed to the officer.
• Q: Can an officer resign?
• A: Yes, an officer can resign at any time by providing written notice to the company.
• Q: Can I add officers at a later date?
• A: Yes, an officer can resign at any time by providing written notice to the company.