What is the difference between a director and an officer?

How do the roles fit together?

	Shareholders	Directors	Officers
Chosen by	Buying or receiving shares	Shareholders elect them	Directors appoint them
What they do	Vote on directors and fundamental changes	Manage or supervise the business as a board	Run operations, sign contracts
Act	By resolution or at meetings	As a board, by resolution	Individually, within delegated authority
Core duties to the corporation	Generally none as shareholders	Fiduciary duty and duty of care	Same as directors

Under section 102 of the CBCA and section 115 of Ontario’s Business Corporations Act, directors manage or supervise the management of the corporation. Under section 121 of the CBCA and section 133 of the OBCA, the directors designate offices, appoint officers and delegate powers to them, except for certain decisions only the board can make, like issuing shares or declaring dividends.

Which officer titles do startups use?

The statutes don’t require particular titles; the by-laws or a directors’ resolution set them. Common ones:

• President or Chief Executive Officer, often the same person;
• Secretary, responsible for corporate records and the minute book;
• Chief Financial Officer or Treasurer;
• Chief Technology Officer or Chief Operating Officer, which are often job titles rather than corporate offices unless the board appoints them as officers.

One person can hold several offices. A solo founder is often president and secretary. See can a corporation have only one director?

Who can sign contracts?

Officers, within the authority the by-laws and board give them. The by-laws usually name signing officers or let the board designate them. For major decisions, the other side may ask for a directors’ resolution approving the deal. Sign as “Name, Title, for Company Inc.” so it’s clear you’re signing for the corporation, not yourself.

Do officers have the same duties as directors?

The core duties, yes. Section 122 of the CBCA and section 134 of the OBCA apply the fiduciary duty and the duty of care to “every director and officer”. See what duties does a director owe the company? Some statutory liabilities, such as for unpaid wages under the corporate statutes and unremitted taxes, attach to directors specifically. See are directors personally liable for company debts?

Is a founder who’s an employee also an officer?

Possibly all three: a shareholder, a director and an officer, and also an employee under an employment agreement. Each role has different rules. For example, a founder can be removed as an officer by the board, remain a director until shareholders remove them, and keep their shares unless a vesting or buyback term applies. See how do I remove a director? and founder vesting.

Does the government need to know who the officers are?

In Ontario, yes. The corporation’s filings list its directors and certain officers, and changes are reported by notice of change within 15 days under section 4 of the Corporations Information Act, filed through the Ontario Business Registry.

Our incorporation package includes the organizational resolutions appointing officers and by-laws setting signing authority. See fees.

This guide is general information about Ontario and Canadian law, not legal advice for your situation. To set up your company’s roles, book a free 15-minute consult.