Introduction
No matter what a person may call himself or herself, if he or
she acts as a director, the person may be deemed to be a director
and is called a de facto director. As such, the person may
be on the hook together with the other directors for any liability
that may arise from their role.
By definition in both the Canada Business Corporations
Act ("CBCA") and the Ontario Business
Corporations Act ("OBCA") (ss. 2(1) and 1(1),
respectively), a director includes any person occupying or acting
in the position of director, by whatever name it is called.
What is a De Facto Director?
De facto directors typically fall into one of the
following three categories: (i) persons who are properly elected
but lack some qualification under the relevant company law that
disqualifies them from legally being directors; (ii) former
directors whose term of office has expired but who have continued
to act as directors; or (iii) those who simply assume the role of
director
