Officer of a Quebec Corporation: Powers and Duties

President, secretary, chief executive: in Quebec these titles do not come from the articles of incorporation. They come from a board resolution. And contrary to a widespread belief, the statute imposes no mandatory officer position and no register of officers at all. Here is what the Business Corporations Act actually requires.

What is an officer of a Quebec corporation?

Section 2 of the Business Corporations Act gives a deliberately broad definition: the president, chief executive officer, chief operating officer, chief financial officer and secretary, any person holding a similar position, and any person designated as an officer by a resolution of the board of directors.

Two consequences follow. You can be an officer without a formal title, simply by performing an equivalent function. And section 116 makes officers mandataries of the corporation, meaning they act for it rather than in their own name.

What surprises most founders: appointing officers is optional. Section 116 says the board "may" create officer positions. The statute requires no minimum office, not even a secretary.

Who appoints officers, and who can be one?

The board of directors, unless the by-laws or a unanimous shareholder agreement provide otherwise. It may appoint directors or other persons, define their duties and set their remuneration. No legal qualification is required.

The board cannot delegate the appointment of the most senior positions, though. Section 118 prohibits delegating the power to appoint the president of the corporation, the chair of the board, the chief executive officer, the chief operating officer or the chief financial officer, and to fix their remuneration.

One person can hold every role at once. The board may consist of a single director, and that director can be appointed president, secretary and treasurer while also being the sole shareholder. This is the standard structure for a one-person Quebec corporation.

What powers can the board delegate to an officer?

Day-to-day management, but not the structural decisions. Section 112 allows management powers to be delegated to a director, an officer or a committee. Section 118 then sets out a closed list of fifteen powers that can never be delegated.

A useful procedural detail: the notice calling a board meeting must state any matter relating to a non-delegable power that will be dealt with there.

Is a register of officers required in Quebec?

No. This comes up constantly and the answer is clear. Section 31 lists exhaustively the records a corporation must keep at its head office: the articles, the by-laws and any unanimous shareholder agreement, the minutes and resolutions of shareholder meetings, the names and domiciles of the directors with the start and end dates of their terms, and the securities register. No register of officers appears anywhere in that list.

In practice an officer's status is proven differently: by the board resolution appointing them, kept with the board minutes. The corporate records book is the evidence, not a separate nominal register.

Filing with the enterprise register follows a different and only partial logic.

So in a one-person corporation where the same individual is both director and president, there is nothing extra to declare as an officer. Any change must be filed within 30 days.

Do officers carry the same liability as directors?

The same duties, but not the same statutory liabilities. This is the most important distinction in this article, and the one that gets blurred most often.

On duties, section 119 is explicit: officers, as mandataries of the corporation, are subject to the same obligations as directors, namely to act with prudence and diligence and with honesty and loyalty in the corporation's interest. The conflict-of-interest disclosure rules apply to them too, with a timetable specific to an officer who is not a director.

On personal liability, however, sections 154 to 157 name directors. An officer who does not sit on the board is not personally liable for six months of unpaid wages, nor for unremitted source deductions in that capacity.

Two qualifications matter. Quebec's environmental enforcement and occupational health and safety regimes name officers expressly, with presumptions that they took part in the offence. And anyone with the power to authorize payment of amounts subject to source deductions can be held solidarily liable, which can reach a chief financial officer who is not on the board.

An officer who is also a director simply carries both regimes at once.

Can an officer bind the corporation beyond their authority?

Yes, as against a third party in good faith. Section 13 lets third parties presume that directors and officers validly hold office and lawfully exercise the powers attached to it, and that documents coming from them are valid.

Section 12 completes the picture by removing constructive notice: merely filing a document with the enterprise register does not mean a third party is presumed to know its contents, apart from the information the Act respecting the legal publicity of enterprises makes enforceable.

Those presumptions do not protect a third party in bad faith, nor someone who, because of their functions or their relationship with the corporation, ought to have known otherwise. Protecting the corporation therefore runs through clear mandates and an up-to-date register, not through hoping internal limits will bind outsiders.

General legal information, current as of August 2026. It is not a substitute for advice on your situation.

Frequently asked questions about Quebec corporate officers

Do you have to appoint a president and a secretary? No, the statute does not require it. Section 116 says the board "may" create officer positions. Most corporations still appoint at least a president and a secretary, because banks and counterparties expect to identify an authorized signatory.

Does an officer have to be a director? No. The board may appoint directors or other persons. An external general manager with no board seat is perfectly valid, and does not take on the statutory liabilities reserved for directors.

Is an officer's name public? Only for the president, the secretary and the principal officer, and only where they are not board members. Other officers do not appear in the enterprise register at all, which surprises people used to other jurisdictions.

How do you formally appoint an officer? By a board resolution, usually at the organizational meeting that follows incorporation. The resolution names the position, the person and their duties, and is kept with the board minutes as part of the corporate records.

Can an officer be removed? Yes. Because the appointment belongs to the board, so does the removal, unless the by-laws or a unanimous shareholder agreement say otherwise. Any underlying employment relationship remains governed by employment law, which is a separate question.

Put on paper who decides what

Plenty of Quebec businesses run for years with no appointment resolution, until a bank, a buyer or an auditor asks who actually had signing authority. The answer needs to be in the corporate records, not in someone's memory.

Lexstart prepares your appointment resolutions, maintains your corporate records and handles your register filings. Clarifying roles across your team? Look at our employment contract template, or get in touch.