RECO / TRESA · Governance
The board is fixed at more than one director
What the check looks for
O. Reg. 536/20 s. 2 ¶3 requires the controlling shareholder to be the sole director in fact. A range of directors in the articles is not itself a breach, but fixing the number of directors at one is recommended drafting practice, because it stops a second director being appointed.
Authority: O. Reg. 536/20, s. 2 ¶3 (sole director)
What goes wrong
The articles fix the board at more than one director. O. Reg. 536/20 s. 2 ¶3 requires the controlling shareholder to be the sole director, and a board that must have two or more directors cannot have a sole director.
What good looks like
The articles fix the number of directors at exactly one.
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