Jonathan B. Penner

A corporation is a new legal entity created when incorporating. Directors are responsible for supervising the activities of the corporation and for making decisions regarding those activities, while officers are responsible for the day-to-day operation of the corporation. The number of directors is specified in the articles of incorporation, and there must be at least one director, elected at the shareholders' meeting by a majority of votes of shareholders. Directors are allowed, but not required unless by articles, to hold shares of a corporation where they are directors.

At least 25 percent of the directors of a corporation must be resident Canadians. Corporations operating in sectors subject to ownership restrictions (such as airlines and telecommunications) or corporations in certain cultural sectors (such as book retailing, video or film distribution) must have a majority of resident Canadian directors. The duties and liabilities of directors and officers are prescribed under the Canada Business Corporations Act (CBCA), and other federal, and provincial or territorial statutes or court decisions. The duty of care requires that the directors and officers must exercise at least the level of care and diligence that a reasonable person would exercise in similar circumstances act honestly at all times, in good faith and in the best interests of the corporation, as opposed to their own personal interests. Directors and officers must always remain informed about the corporation's activities, ensure that the corporation's activities are legal and in the best interests of the corporation.

Information about federal corporations is public information, including the names and addresses of corporation's directors, as required by corporate laws that govern federal corporations. This applies even after a corporation has been dissolved, amalgamated or discontinued. Corporate information is made public to help people, like investors, financial institutions and other stakeholders, make timely and informed decisions about corporations, and let people know who is responsible for the corporation. Information and documents filed are not removed from the corporate records even when new information or documents are filed, including documents previously filed, filed for previous years or filed by mistake. Corporate laws require the public disclosure of this information.