Director consent to act in Ontario

When a consent is needed

Under the OBCA, the election or appointment of a director isn't effective unless the person consents in writing before or within 10 days after it. A director who is re-elected or re-appointed without a break in their term generally doesn't need a new consent.

Who can be a director

A director must be an individual who is at least 18 years old, hasn't been found incapable of managing property by a court in Canada or elsewhere, and doesn't have the status of a bankrupt. Ontario removed its Canadian residency requirement for directors in July 2021, so directors of an OBCA corporation can live anywhere.

A private OBCA corporation needs at least one director. A not-for-profit under the ONCA needs at least three.

What a consent says

A consent is usually a short document addressed to the corporation and its directors. The person consents to act as a director from a given date, confirms they're qualified, and gives an address for service. Officers often sign a similar consent accepting their appointment.

After the appointment

Update the directors register with the new director's name, residential address and the date they became a director, and file a notice of change with the Ontario Business Registry within 15 days.