Director Agreement Template (Canada)
Updated on August 15, 2026
A director agreement sets out the terms on which a director serves: compensation, scope of authority, conflict-of-interest handling and liability insurance. The appointment itself happens by shareholder resolution — this agreement supplements it, not replaces it.
This template reflects the Canada Business Corporations Act (CBCA), which applies to federally incorporated companies. Under the CBCA, a director's resignation takes effect at the time the written resignation is sent to the corporation, or at the time specified in it, whichever is later — filing with Corporations Canada is a separate, later step, due within 15 days. Provincially incorporated companies follow their own corporations act, which is usually similar but not identical — check which statute applies before relying on these timelines.
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Director Agreement
- Date:
- Corporation:
- (No. )
- Director:
was appointed a director of by resolution dated . This agreement governs only the terms of service and is not itself the act of appointment.
1. Compensation
The corporation will pay an annual fee of .
2. Resignation and filing
The director acknowledges that any resignation takes effect when written notice is sent to the corporation, or at a later date specified in it, and that the corporation must file the change with the applicable corporate registry within 15 days.
3. Insurance
The corporation will maintain directors' and officers' liability insurance of at least throughout the term of service.
4. General
This agreement is governed by the laws of Canada and the applicable corporations act.
For the corporation
Date:
Director
Date:
Resignation takes effect on sending, not on filing
A director's resignation is effective the moment the written resignation is sent to the corporation, or at a later date specified in it — the corporation doesn't need to accept it, and filing with the registry happens afterward.
15 days to file with Corporations Canada
The CBCA requires federal corporations to notify Corporations Canada of any change in directors within 15 days, using the prescribed director-change form.
What each part of the agreement does
- Appointment
- Confirms the appointment happened by shareholder resolution, and the agreement governs only the terms of service.
- Compensation
- Annual fee and any meeting attendance fee.
- Resignation and filing
- Explains when resignation takes effect and the 15-day filing window.
- Insurance
- Directors' and officers' liability insurance during and after service.
Legal requirements in Canada
The Canada Business Corporations Act governs resignation and filing for federally incorporated companies; provincial acts apply to provincially incorporated ones.
Know when resignation actually takes effect
Under the CBCA, a director's resignation takes effect when the written resignation is sent to the corporation, or at the time specified in it, whichever is later.
Justice Laws Website — Canada Business Corporations Act, s. 108File the director change within 15 days
Federal corporations must notify Corporations Canada of any change in directors within 15 days of the change, using the prescribed form — this is a separate step from the resignation itself taking effect.
How to complete the director agreement
- Confirm the appointment. Record the date of the shareholder resolution.
- State the compensation. Annual fee and any meeting attendance fee.
- Confirm the insurance. Coverage and term of the liability insurance.
Frequently asked questions
Does this agreement appoint the director?
No — appointment happens by shareholder resolution. The agreement only governs the terms of service.
When does my resignation actually take effect?
Under the CBCA, at the time the written resignation is sent to the corporation, or at a later date specified in it — filing with the registry is a separate, later step.
How long does the corporation have to file the change?
Federal corporations must notify Corporations Canada within 15 days of the change.
Is director liability insurance necessary?
It's strongly recommended, since liability can arise regardless of when the registry filing happens.
Does the same rule apply to a provincially incorporated company?
Not necessarily — provincial corporations acts (Ontario's Business Corporations Act, and equivalents in other provinces) have similar but not identical resignation and filing rules. Check which statute applies to your corporation.
Related templates
Disclaimer
This template and guide are for general information only and are not legal advice. Corporate law in Canada differs between the federal CBCA and each province's own corporations act — confirm which one applies to your company.
