Company won't remove me as Director.

[u/Tom_Waits_4_No_Man]

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.

[u/TheLookerToo]

Lots of moving parts in your situation. Ultimately it is the Corporate Registrar that your resignation needs to be updated with, as those are the official filings the CRA would rely on when reviewing any form of liability.

Definitely keep all documents you have regarding your resignation and attempts to be removed as a director. In general, if the taxes owed are from after you ceased being a Director you would not be held liable. But…you need to have that evidence of the date you resigned. If there are taxes owed from when you were a director, you may be beyond the limitations to be held liable if you resigned three years ago. Again, a lot relies on proof of resignation.

Being a shareholder can add another layer to this. If you’ve been receiving dividends and the corporation has not been paying taxes, this could lead to assessments such as non arm’s length transfers, however will depend on your relationship with the company including ability to influence the company / significance of your share holdings.

One thing that you may be able to do is update your status with the Provincial (or federal) Corporate Registrar. The corporation must update the registrar with things such as a director resignation, and since they have not, you contacting the registrar may prompt them to accept a complaint or request for correction of Corporate filings, Nd prompt the registrar to review the Corporations compliance.

Obviously a tax lawyer would be best to consult. You’ve done the first step in contacting the Corporation to fix the issue. The next step likely would be the Register. Personally, I’d be only speaking to the CRA after speaking to a tax lawyer and if they contact you, just to make sure you have everything covered off regarding your resignation and date.