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Canada Business Corporations Act

Version of section 122 from 2019-06-21 to 2022-07-25:


Marginal note:Duty of care of directors and officers

  •  (1) Every director and officer of a corporation in exercising their powers and discharging their duties shall

    • (a) act honestly and in good faith with a view to the best interests of the corporation; and

    • (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

  • Marginal note:Best interests of the corporation

    (1.1) When acting with a view to the best interests of the corporation under paragraph (1)(a), the directors and officers of the corporation may consider, but are not limited to, the following factors:

    • (a) the interests of

      • (i) shareholders,

      • (ii) employees,

      • (iii) retirees and pensioners,

      • (iv) creditors,

      • (v) consumers, and

      • (vi) governments;

    • (b) the environment; and

    • (c) the long-term interests of the corporation.

  • Marginal note:Duty to comply

    (2) Every director and officer of a corporation shall comply with this Act, the regulations, articles, by-laws and any unanimous shareholder agreement.

  • Marginal note:No exculpation

    (3) Subject to subsection 146(5), no provision in a contract, the articles, the by-laws or a resolution relieves a director or officer from the duty to act in accordance with this Act or the regulations or relieves them from liability for a breach thereof.

  • R.S., 1985, c. C-44, s. 122
  • 1994, c. 24, s. 13(F)
  • 2001, c. 14, s. 135(E)
  • 2019, c. 29, s. 141
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