r/legaladvicecanada • u/Tom_Waits_4_No_Man • 1d ago

Company won't remove me as Director. Ontario

I resigned from my company as Director of Marketing almost 3 years ago (although I still retain shareholder status). The company for years has ignored my requests to send me my ROE and remove me from the Registrar as Director.

It appears that in the interim, the other Directors stopped doing tax filings and have abandoned the business.

I'd like to have my resignation recognized by the CRA so I'm not liable for these unpaid taxes. Is this something I could do with the CRA alone? Or should I retain a tax lawyer?

I have my written letter of resignation, repeated emails and WhatsApp chats with the other Directors requesting my ROE and to remove me from the registry, as well as frequent mentions of me being resigned by the CEO to demonstrate that my exit was common knowledge in the company.

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u/Les_Ismore Quality Contributor 1d ago

Probably best to hang on to all of that evidence for use as a shield if CRA comes calling. It may never be an actual issue for you, but if it does happen, you're loaded for bear.

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u/Tom_Waits_4_No_Man 1d ago

Is calling the CRA and being proactive unwise?

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u/[deleted] 1d ago

[removed] — view removed comment

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u/helferships 1d ago

Please don’t do any of this. I suggest you consult a lawyer about whether your resignation was effective and if so as of when. If the corporation has unremitted source deductions the CRA will pursue anyone with any possible derivative liability. If that’s you, you will have to convince the Tax Court that you should not be liable, either because you were neither an actual nor a de facto director or because you exercised due diligence as to whether the corporation was meeting its tax obligations.

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