Directors of a company, or a board of directors, have overseeing authority and responsibility for your corporation and it’s senior management (i.e. CEO, CTO). Keep in mind: a director and officer (i.e. CEO, CTO, etc.) can be the same person.

They are selected by the shareholder(s) of the corporation and must meet the following criteria: be at least 18 years old, be mentally capable, an individual person (not another corporation), and not be bankrupt.

For Federal Incorporations, 25% of the directors of your company must be "Resident Canadian". Provincial incorporations for Ontario do not have this rule. 'Resident Canadian' means an individual who is: a Canadian citizen or a Permanent Resident, who ordinarily lives in Canada.

Directors remain liable for only a few things personally:

• Committing fraud or illegal acts
• Unpaid employee wages
• Taxes and remittances owed to the CRA

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