Director - Re: Change of (Corporate Law)

Marra v. The Queen, 2016 TCC 24 (CanLII)

[28] On their return to Toronto, Ms. Marra “did not follow up” the resignation, assuming Mr. Polsinelli had taken care of it. The Marras never followed up anything with Mr. Polsinelli, she said. No other director of Sani‑Clean was informed of Ms. Marra’s resignation. Apparently, according to Mr. Marra, the only director was Mr. Manankil who was being sued by the Marras and Sani‑Clean. (There is no evidence when or if Ms. Sili resigned as director.) No Notice of Change of Directors was sent as required by the Ontario Corporations Information Act (“OCIA”).

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[43] Subsection 4(1) of the OCIA states that

(1) Every corporation shall file with the Minister a notice of change for every change in the information filed under this Act, within 15 days after the day the change takes place.[4]

[44] Failure to file a notice of change of director does not negate the change of director or director’s resignation; Laprise v. Julio’s Pizza & Spaghetti Parlour.[5] The consequences for failing to file such notice may include penalties and fines.[6]

[45] The issue these appeals are concerned with is did Sani‑Clean receive Ms. Marra’s resignation on January 11, 2007, or, on the facts, is receipt of a letter of resignation by a lawyer for the corporation receipt of the resignation by the corporation? The alternative submission by the appellant was whether she was duly diligent in preventing Sani‑Clean’s failures to remit tax.