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Directors' Liability for CRA Debts

With great power comes great tax responsibility. We help directors protect themselves.

Directors’ Liability

With great power comes great tax responsibility. We help directors protect themselves.

Directors’ Liability

How we help

When a corporation fails to remit payroll source deductions (CPP, EI and income tax withheld) or GST/HST, CRA can assess its directors personally for those amounts, plus interest and penalties. These are trust amounts, and CRA treats them seriously.

There are important defences. CRA must generally first try to collect from the corporation, a director may rely on a due diligence defence if they took reasonable steps to prevent the failure, and CRA generally cannot assess a director more than two years after they stopped being a director.

Indus Canada CPA reviews director assessments against these rules, gathers evidence of the steps you took, and prepares objections where the assessment can be challenged. For directors of struggling businesses, we also advise on bringing remittances up to date and on documenting resignations properly before liability arises.

Our team works alongside trusted legal and financial alliance partners to deliver coordinated tax strategy, compliance, and advocacy — so clients move forward with clarity and confidence.

Areas we focus on
Director liability assessments (s.227.1)
Due diligence defence
Resignation timing & documentation
Trust fund (CPP/EI/HST) exposure
Voluntary remediation strategy
Personal liability protection
Frequently asked questions

Can I be personally liable for my company's tax debts?

For unremitted payroll deductions and GST/HST, yes. Directors can be assessed personally, subject to defences such as due diligence and the two-year limit after resigning.

What is the due diligence defence?

A director isn't liable if they exercised the care, diligence and skill a reasonably prudent person would have used to prevent the failure to remit. The evidence of what you actually did matters.

Does resigning protect me?

Resigning starts the two-year limitation period, but it doesn't erase liability for amounts that were already unremitted. Timing and proper documentation are important.

Have a Directors' Liability matter? Book a free 30-minute call to talk it through with our team.

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