{"id":15533,"date":"2019-07-29T17:01:23","date_gmt":"2019-07-29T21:01:23","guid":{"rendered":"https:\/\/www.bernierfournieravocats.com\/?post_type=expertise&p=15533"},"modified":"2025-10-23T09:53:06","modified_gmt":"2025-10-23T13:53:06","slug":"directors-liability","status":"publish","type":"expertise","link":"https:\/\/www.bernierfournieravocats.com\/en\/expertise\/commercial-law\/directors-liability\/","title":{"rendered":"Director\u2019s liability"},"content":{"rendered":"

The position of director is certainly coveted and prestigious, but it can also come with liability depending on the actions of the company.<\/p>\n

Directors\u2019 liability may be incurred for various reasons, depending on the legal form of the company. The incorporation of a company creates a separate legal entity, distinct from its directors\u2019 legal personality. The directors are protected from certain proceedings which could have been brought directly against them. Thus, it is usually the company that is responsible for the actions of its directors, at least for their minor errors or omissions.<\/p>\n

For serious misconduct, non-contractual liability (1457 C.C.Q.) can be incurred, especially when the director should have known he was acting illegally. In these situations, his non-contractual liability can be retained because he is deemed to have committed a fault distinct from the company. Among these serious errors, the most common are:<\/p>\n