06/12/2026
Think your corporation protects you from personal liability? For directors, the reality is more complicated than most people realize.
If you sit on the board of any corporation, including your own small business, Canadian law can make you personally responsible for things you may never have thought about: up to six months of unpaid employee wages, every dollar of payroll deductions and HST the corporation failed to remit to the CRA, environmental cleanup costs, and more. These liabilities can follow you personally even after the corporation is gone.
We have just published a comprehensive overview of the personal liability of directors in Canada, covering:
βοΈ When a director's own conduct creates personal liability at common law
π΅ Personal liability for unpaid wages and vacation pay
π§Ύ The most common trap of all: unremitted source deductions and HST, and the "due diligence" defence the courts actually apply
π Environmental liability that can outlast the corporation itself
π A reference chart summarizing every major source of director liability, what triggers it, and what defences exist
π‘οΈ Practical steps every director should take: what to monitor, what to document, how to resign properly, and what D&O insurance does and does not cover
If you are a director of any corporation, or you are thinking about joining a board, this is essential reading.
Read it here: https://grigoraslaw.com/personal-liability-directors-canada-corporate-veil