Director

Corporate

A director is a person elected by shareholders to oversee a corporation's management and affairs, carrying legal duties and, in some cases, personal liability.

A director sits at the top of corporate governance, responsible for supervising the management of the company and making major decisions. Directors owe fiduciary duties to act honestly, in good faith and in the corporation's best interests, and a duty of care in how they carry out the role.

Critically for tax, directors can be held personally liable for the corporation's unremitted source deductions and GST/HST, trust amounts the company failed to pay. This liability survives even incorporation's usual protection, which is why taking on a directorship carries real responsibility, not just a title.

Example

A corporation fails to remit $30,000 of payroll source deductions before running into trouble. The CRA can pursue the directors personally for that amount, because unremitted trust funds pierce the usual corporate liability shield.

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Director Frequently Asked Questions

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Yes, for unremitted source deductions and GST/HST, which are trust funds. Directors can be assessed personally if the corporation fails to remit them, despite limited liability.
A fiduciary duty to act honestly and in the corporation's best interests, and a duty of care in overseeing management and major decisions.
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People Also Ask About Director

The questions Canadians actually search on this topic, answered plainly. Browse every question in the Canadian tax answers directory.

Tax exempt describes an amount or a transaction that tax does not apply to at all, which is different from a deduction or credit that merely reduces tax. Common examples are supplies that are exempt or zero-rated for GST/HST, investment income earned inside a TFSA, and specific receipts Parliament has excluded from income. Registered charities and non-profits can be exempt from income tax while still carrying filing duties. Exemption is never automatic; the rule must fit your facts.

Federal tax is the share of income tax that goes to the federal government, charged on taxable income in graduated brackets that are the same everywhere in Canada. Your total bill is that federal amount plus your province or territory's own tax, less the credits you claim. Payroll deductions shown on a T4 cover both layers. Quebec residents receive a refundable abatement of their federal tax because Quebec opted out of certain federal-provincial programs and funds them itself; separately, Quebec also collects its provincial tax through its own return.

The business number is the single identifier the CRA uses for your business, with a separate programme account opened under it for each obligation: GST/HST, payroll deductions, corporate income tax, import and export. Register through Business Registration Online, by phone or by mail, or receive one automatically when you incorporate federally. You need it before you can remit payroll or file GST/HST. Provincial registration is separate in some provinces, notably Quebec, where Revenu Québec administers its own accounts.

Canada has no personal exemption in the American sense. The equivalent is the basic personal amount, a non-refundable credit every resident can claim, which cancels federal tax on a first slice of income, and each province has its own version at a different level. The federal amount is indexed annually and is reduced for taxpayers in the top bracket. It is applied automatically when you file, so there is nothing to elect or apply for.

Udit Gupta, founder of Tax Filings Canada

Reviewed and fact-checked by Udit Gupta

Ex Big 4 — Ernst & Young, Deloitte · International & cross-border tax specialist · CPA Canada (In-Depth Tax Program) · Chartered accountant, ICAI & MIA

Udit Gupta has over 15 years of experience helping corporations and business owners with corporate structuring, corporate tax filing, bookkeeping, payroll, GST/HST, cross-border tax and CRA representation. Big 4 trained at Ernst & Young and Deloitte, and qualified as a chartered accountant in India and again in Malaysia, he founded his accounting practice in 2014 to serve entrepreneurs, startups and non-resident business owners across Canada. View full member bio.

The Institute of Chartered Accountants of India — member 521458 · Malaysian Institute of Accountants — member CA 44667 · Ex Big 4: Ernst & Young, Deloitte · CPA Canada (In-Depth Tax Program), completed 19 Dec 2023 · In-Depth GST/HST Part I, 12 Jul 2022 · Part II, 5 Jul 2023

Editorial policy. Every page is researched against primary sources — the Income Tax Act, CRA publications and CPA Canada guidance — and every rate or threshold is stated with the tax year it applies to.

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