B.C. Incorporation – Choosing Directors and Officers
A. Directors
Requirements and Qualifications
Every Company must have at least one director.
Under the Business Corporations Act there are no residency requirements for directors.
A director must be at least 18 years of age, mentally competent and, not be an undischarged bankrupt nor convicted of certain criminal offences (there are time restrictions and exceptions to this).
If you require further information on other requirements and qualifications to be a director or have any questions with respect to the above please contact us.
Unless the Articles of the Company otherwise provide, the directors of the Company are responsible to manage or supervise the management of the affairs and business of the Company. Most frequently, directors, in their capacity as directors, oversee or supervise the management of the Company, and the officers (president, treasurer, etc.) are responsible for the day to day management of the Company.
Directors are responsible to act honestly and in good faith and in the best interests of the Company, rather than in their own best interests and to not act where their personal or other interests my conflict with those of the Company. A director must exercise the care, diligence and skill of a reasonably prudent person. These are known as "fiduciary duties". Directors also have disclosure requirements under the Business Corporations Act, in cases where a director may have an interest in a transaction into which the Company is proposing to enter.
If you have require further information on other responsibilities of directors or have any questions with respect to the above please contact us.
Generally, directors are liable to account to the Company for acting contrary to the Articles of the Company, the Business Corporations Act or their duties. Directors may also be liable under certain legislation for things such as unpaid employee remittances for income tax of employees, source deductions, unpaid wages and unpaid sales taxes. If you have any questions with respect to director’s liability, please contact us.
Those persons so listed in the Notice of Articles are the first directors of the Company. If you wish to change this after incorporation of the Company, a Notice must be filed online with the Registrar of Companies, setting out which directors have been removed and which are being added, including their full names and residential addresses.
Officers are the high level management employees such as the President, Secretary, Treasurer, Vice-President, General Manager, etc. There is no requirement to have officers, although most Companies do.
The qualifications to be an officer are similar to those of being a director. Officers also have fiduciary duties to the Company. Officers have liabilities similar to, although generally lesser than, those of an officer.