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ARTICLE · 20 NOVEMBER 2020

Director's Liability For Source Deductions Where No Consent To Serve Was Given

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A recent decision from the Ontario Superior Court of Justice (the Court) confirms the importance of a director's written consent to serve for protection against liability.

CanadaCorporate/Commercial Law
Ivan Boiarski
Ivan Boiarski
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A recent decision from the Ontario Superior Court of Justice (the Court) confirms the importance of a director's written consent to serve for protection against liability.

In Bunton v. FTA Logistics Inc. and Ikenouye1 (Bunton), the Court dealt with a situation where the Canada Revenue Agency (the CRA) claimed unremitted source deductions from an individual who was listed as a director of a corporation without her consent.

What you need to know

  • Various statutes, including the Canada Business Corporations Act2 and the Business Corporations Act (Ontario)3 (the OBCA), provide circumstances in which a serving director may be personally liable for the obligations of the corporation.

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