A Canadian counterparty stops paying, the company is stripped of assets or simply dissolved, and the creditor is left asking whether the director who signed the contract can be pursued personally. Director liability claims in Canada exist for exactly this situation, but they depend on the facts behind the company's failure, not on frustration at an unpaid invoice.
The starting point is always the corporate debt, not the director. We confirm first that the company genuinely cannot pay – dissolved, stripped of assets, or holding a judgment it will not satisfy – because a director claim that skips this step invites an easy defence. This sits inside our broader work on director liability claims, since the underlying grounds for personal exposure repeat across jurisdictions even where the forum and the statute differ.
Once the corporate route is exhausted, the file turns to the specific ground for personal liability: unremitted source deductions and sales tax, a wage or dividend payment that preferred the director over other creditors, a breach of fiduciary duty, or a transfer structured to place assets beyond the company's reach. Each ground has its own evidentiary demands, so the same set of facts can support one claim and defeat another.
A separate demand letter goes to the director personally, distinct from any earlier demand addressed to the company. Where no resolution follows, the matter proceeds in the appropriate provincial court, and in some cases as a proceeding separate from the original corporate claim that has already been recorded against the company.
Timing carries most of the weight. A payment or transfer made shortly before the company became unable to pay is read very differently from the same act carried out years earlier in the ordinary course of business. The record has to show that the director authorised or personally benefited from the specific act complained of, not merely that they held office while the company failed.
The documentary trail decides more than argument does: board resolutions, bank statements showing the movement of funds, remittance history for statutory deductions, and the correspondence between the company and the creditor in the months before payments stopped. Where that trail is thin, a claim that looks strong on paper collapses once tested.
Canada has no single national rule governing director liability. Federal and provincial corporate statutes operate alongside separate tax legislation on unremitted deductions, and the forum, the governing statute, and the procedural steps depend on the province of incorporation and the director's residence. This affects strategy and sequencing, not whether a claim is worth assessing in principle.
Our review of the director and the company runs through legal research and corporate intelligence drawn from public registers and licensed sources. We do not conduct inquiries into individuals, and we do not offer that as a separate service. The fee basis for any file is agreed before instruction, in writing, rather than assumed from a template.
SOLUTIO assesses whether a director claim is worth pursuing at all, then coordinates the file and instructs admitted lawyers and licensed providers in Canada for the filing itself and for any step specific to the relevant province. We do not appear before the Canadian court, and we do not publish the identity of the correspondent we work with; we manage the interface between the creditor and the local practitioner. The wider mechanics of pursuing a Canadian debtor, corporate or individual, sit on our cross-border debt recovery in Canada page.
Only where a specific ground exists, such as unremitted statutory deductions, a preferential payment, or a breach of fiduciary duty. Being a director at the time the debt arose is not, on its own, enough.
No. A judgment against the company does not bind the director personally. A separate claim, built on its own grounds and its own evidence, is required to reach the individual.
It depends on the province, the court, and whether the director contests the claim. We set out a realistic timeframe once the file and the province are known, rather than before.
The invoice that started this did not disappear when the company stopped answering – it sits behind a claim against a person whose assets can move while the file is being reviewed. Waiting to assess a director claim rarely improves the position, since whatever remains to be reached tends to shrink rather than grow. A short review against the actual record, before any letter goes out, is what separates a claim worth running from one that only adds cost to a loss already taken.