In Soulliere v R, 2022 FCA 126, the appellant taxpayer had been assessed as a director of a corporation. The appellant was the incorporating director of the corporation, but he purported to resign a few weeks after its incorporation and before its first shareholder meeting. The resignation appeared to be prohibited by subsection 119(2) of the Business Corporations Act, RSO 1990, c B.16 (the “OBCA”), but the appellant argued that the subsection did not apply to him because, as a deemed director under subsection 115(4) of the OBCA, he had been “appointed”. The Court, after conducting a “a textual, contextual, and purposive analysis” of subsection 119(2), rejected the argument and dismissed the appeal.
