Last updated February 2, 2024
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What is a Consent to Be Director and Officer?
A Consent to be Director and Officer is a document that an individual signs agreeing to take on the responsibilities of a corporation's director and officer.
Using this consent form is a key document for managing a business as it proves that a potential director and officer is willing to take on the role in a private or public corporation.
A Consent to be Director is also known as a:
- Consent to act as director and officer
- Director’s consent letter
- Director’s consent to act
- Consent of director
How to write a Consent to be Director and Officer
LawDepot’s easy-to-use questionnaire can help you complete a Consent to be Director and Officer in three easy steps. All you need to do is:
- State the name of the corporation.
- Provide the elected director and officer's name, address, jurisdiction, and citizenship.
- Select a date for signing. If you’re unsure of the date, leave it blank to fill it in on the day it is signed.
Once completed, you can easily edit the template and save a PDF copy of your Consent to be Director and Officer.
When do I need a Consent to be Director and Officer?
You need someone to sign a Consent to be a Director and Officer when your company considers a new director and officer. The Canada Business Corporations Act requires that anyone considered for the position provide their consent before being elected.
Along with accepting the director and officer role and duties, written consent can help prevent accusations of wrongful appointment in the future. Plus, if consent isn’t provided, the elected director and officer may not be accepted.
Who can consent to be a director and officer?
A director or officer must be an individual person. A corporation, organization, or business entity can’t be a director or officer.
Directors appoint officers who oversee the day-to-day running of a corporation. However, a single person can be a director and officer, which isn’t uncommon for smaller companies.
To be considered a director, you must:
- Be at least 18 years old
- Not have a bankrupt status
- Be an individual, not a corporation
- Not have been declared incapable of managing your own affairs under the laws of a Canadian province or territory or by a court in a jurisdiction outside Canada
Each province may have additional requirements for corporation directors. For example, British Columbia disqualifies elected directors if they’ve been convicted of an offence concerning the promotion, formation, or management of another company or have been convicted of fraud.
Check your provincial business act for further guidance on who is qualified to be a director and officer.
What to do after signing a Consent to be Director and Officer
Once the elected director and officer signs the consent, it should be saved with the Corporate Minute Book with other vital documents like Corporate Resolutions and Shareholder’s Meeting Minutes.
It is also best practice to have a backup digital and physical copy should the appointed director and officer be questioned.
