Neufeld Legal P.C. 403-400-4092 Chris@NeufeldLegal.com
DIRECTORS IN A CALGARY COMPANY
The directors that comprise a company's board of directors are elected by the shareholders for purposes of determining and guiding the long-term objectives of the company. As opposed to the corporate officers who are tasked with the day-to-day management of the company, the directors are tasked with the larger picture, even though they are typically working in conjunction with the company's officers and external professional advisors.
Typically, the roles and responsibilities of the company's directors are more fully set forth in the governing corporate statute (i.e., the Alberta Business Corporations Act), with further specifications being set out in the company's by-laws and policies pertaining to the director's duties and functions. The underlying theme of all these rules and outlines is to insure the commitment of the individuals accepting the role of director to serve the best interests of the company, even though such role is not necessarily a full-time obligation, it remains an exceedingly significant obligation that demands some very serious dedication and focus.
As such, when your business seeks the professional services of experienced legal counsel, given your role as a corporate director to an Alberta company, you can look to the Calgary, Alberta law firm of Neufeld Legal P.C. Contact us at 403-400-4092 or via email Chris@NeufeldLegal.com.
Alberta Business Corporations Act
- important elements
101(1) Subject to any unanimous shareholder agreement, the directors shall manage or supervise the management of the business and affairs of a corporation.
(2) A corporation shall have one or more directors but a distributing corporation whose shares are held by more than one person shall have not fewer than 3 directors, at least 2 of whom are not officers or employees of the corporation or its affiliates.
Qualifications of directors
105(1) The following persons are disqualified from being a director of a corporation:
(a) anyone who is less than 18 years of age;
(b) anyone who
(i) is a represented adult as defined in the Adult Guardianship and Trusteeship Act or is the subject of a certificate of incapacity that is in effect under the Public Trustee Act,
(ii) is a formal patient as defined in the Mental Health Act,
(iii) is the subject of an order under The Mentally Incapacitated Persons Act, RSA 1970 c232, appointing a committee of the person or estate, or both, or
(iv) has been found to be a person of unsound mind by a court elsewhere than in Alberta;
(c) a person who is not an individual;
(d) a person who has the status of bankrupt.
(2) Unless the articles otherwise provide, a director of a corporation is not required to hold shares issued by the corporation.
(3) At least 1/4 of the directors of a corporation must be resident Canadians.
* For the full statute, please click on this link. Nothing should be read in the abstract and specific legal advice is always recommended.