Who Can Be a Director in BC? Legal Requirements Every Business Owner Must Know

Appointing the wrong person as a director – or failing to properly disclose conflicts of interest –  can expose your BC company to liability, voided contracts, and governance crises.  BC's Business Corporations Act ("BCA") sets specific requirements that every business owner must understand before establishing or restructuring their board.

How Many Directors Do You Need?

The minimum number depends on your company type:

• Private companies: At least 1 director; and

• Public companies: At least 3 directors.

There's no maximum limit – you can appoint as many directors as you wish.

Strategic Consideration: While you can appoint unlimited directors, most BC private companies operate with 1-3 directors to maintain decision-making efficiency.  Consider your company's complexity, governance needs, and whether you need independent directors for investor requirements.

Key advantage for BC companies: Unlike federal corporations, BC has no resident Canadian requirement for directors.  This provides flexibility for international business owners and foreign investors.

Who Can Be a Director?

Directors must meet these basic qualifications:

• At least 18 years old;

• A natural person (not a corporation);

• Capable of managing their own affairs; and

• Not an undischarged bankrupt.

Who Cannot Serve as a Director

The BCA disqualifies individuals who:

• Are found by a court to be incapable of managing their own affairs;

• Have a certificate of incapability issued under the Adult Guardianship Act (unless cancelled);

• Are convicted of offences related to corporate management or fraud (unless pardoned or granted a record suspension); or

• Are undischarged bankrupts.

Important: Directors who lose their qualifications must promptly resign.

Consent and Share Ownership

Written Consent Required

Before being appointed or elected, every director must provide written consent to act.  This ensures individuals knowingly accept the responsibilities and potential liabilities of directorship.

No Share Ownership Required

Unless your company's memorandum or articles say otherwise, directors don't need to own shares.  This allows you to appoint experienced outside directors without equity stakes.

Appointing and Electing Directors

Regular Election

Directors (except first directors in their initial term) must be elected or appointed according to the BCA and your company's articles.  Typically, shareholders elect directors at its annual general meeting ("AGM") or in an annual consent resolution (in lieu of an AGM).

Additional Directors Between Meetings

If your articles permit, existing directors can appoint additional directors, but with limits:

• Maximum 1/3 of the number of first directors (if first directors haven't completed their first term); and

• Maximum 1/3 of current directors (in all other cases).

Removing Directors

Shareholders can generally remove a director before their term ends by passing a special resolution (2/3 majority vote).

Resignations and Vacancies

Directors can resign by providing written notice.  The BCA provides procedures for filling vacancies caused by resignation, removal, death, or other reasons.

Director Register Requirements

Your company must maintain a register of directors containing:

• Full name and prescribed address for each director;

• Date each director was appointed; and

• Information for former directors.

What is a "Prescribed Address"?

Directors must provide one of two address options:

A.   Office Address: Where the director can be served with records during business hours (9 a.m. - 4 p.m.); or

B.   Residential Address: The director's home address.

Important: Must be a physical street address – P.O. boxes are not allowed.  These addresses are public information on the Corporate Registry and are used for legal service.

Keep Information Current

Within 15 days of any change in directors or addresses, you must file an updated notice with the Corporate Registry.

Conflicts of Interest: Critical Obligations

When Must You Disclose?

A director or senior officer must disclose any office, property, right, or interest that could create a duty or interest that materially conflicts with their duty to the company.

Common Examples:

• Director owns a company that supplies services to the corporation;

• Director is considering a business opportunity the corporation might pursue;

• Director has a family member in a transaction with the company; or

• Director serves on boards of potentially competing companies.

This disclosure requirement protects the company and shareholders from compromised judgment.

How to Handle Conflicted Transactions

Once disclosed, a conflicted contract or transaction may be approved by:

• Directors' resolution; or

• Special resolution of shareholders if all directors are conflicted.

Voting Restrictions

• General rule: A conflicted director cannot vote on a resolution approving the transaction;

• Exception: If all directors have a disclosable interest, any or all may vote.

Quorum rule: A conflicted director can be counted toward quorum at the meeting (unless articles provide otherwise).

General Disclosure Statements

A written general statement declaring that a director is a director/officer of, or has a material interest in, another party suffices as disclosure for any transaction with that party.

Shareholder Access

Shareholders can inspect (without charge) portions of director meeting minutes and records containing conflict disclosures – promoting transparency.

Consequences of Non-Disclosure

Directors who fail to disclose conflicts may:

• Be liable to account for profits to the company;

• Have the contract voided by the company; and/or

• Face personal liability.

Validity Despite Technical Defects 

The BCA includes practical protection: director actions aren't automatically invalid due to minor irregularities in election, appointment, or qualification defects.  This protects good faith transactions from unwinding over technicalities.

Key Takeaways

• Qualifications matter: Ensure directors are at least 18, not bankrupt, and not disqualified by court order or criminal conviction;

  
  

• Get written consent: All directors must consent in writing before appointment;

  
  

• No residency requirement: BC's flexibility attracts international business;

  
  

• Disclose conflicts immediately: This is a fundamental legal obligation – failure can result in personal liability;

  
  

• Follow proper procedures: Election, appointment, and removal must comply with the BCA and your company’s articles; and

  
  

• Maintain records: Keep an accurate director register with current information.

Getting director appointments right the first time prevents costly problems down the road.  Whether you're incorporating, adding board members, or navigating a conflict of interest situation, we provide practical guidance tailored to BC businesses.

Contact Alex Robertson: (604) 736-9791 | ar@dwslaw.ca

Disclaimer: This article is not intended to serve as, or should be construed as legal advice, and is only to provide general information. Should you require legal advice for your particular situation, please get in touch with us. The information for this article was compiled on January 28, 2026.