# How Do I Remove a Director From an Ontario Corporation?

> In Ontario, shareholders remove a director from a business corporation by vote under section 122 of the Business Corporations Act (OBCA), and a corporation's articles or a unanimous shareholder agreement cannot require a higher vote threshold than section 122 sets. Once removed, the corporation must file a Form 1 Notice of Change with the government within 15 days; there is no filing fee.

Published 2026-08-21 · Last reviewed 2026-08-16 · [Canonical page](https://canadalegalcenter.ca/articles/how-do-i-remove-a-director-from-a-corporation-in-ontario/)

Legal information, not legal advice.

## Removing a director from an Ontario business corporation: the steps

For an Ontario business corporation incorporated under the [Business Corporations Act (OBCA)](https://www.ontario.ca/laws/statute/90b16), removing a director is a shareholder decision, not a board decision, and the process has two distinct parts: the internal vote, and the government filing that follows it.

**Before you start:** pull the corporation's articles of incorporation and, if one exists, the unanimous shareholder agreement (a "USA," a contract among all shareholders that can shift some director powers to shareholders). Check whether either document tries to set a higher vote threshold for removing a director than the OBCA allows. If it does, that provision is not enforceable to that extent: [section 5(5)(a) of the OBCA](https://www.ontario.ca/laws/statute/90b16) specifically bars the articles or a USA from requiring "a greater number of votes of shareholders to remove a director than the number specified in section 122." Section 122 is the OBCA provision that sets the removal vote threshold itself.

1. **Confirm the removal is a shareholder matter under section 122.** The right to remove a director in an Ontario business corporation sits with the shareholders, voting at the threshold [section 122 of the OBCA](https://www.ontario.ca/laws/statute/90b16) sets. This is the starting point for every removal, whether it is friendly or contested.

2. **Check the articles and any USA for an invalid entrenchment clause.** Because [section 5(5)(a)](https://www.ontario.ca/laws/statute/90b16) caps how high the removal threshold can be set, a clause requiring, say, unanimous shareholder consent to remove a director (where section 122's own threshold is lower) does not stand in the way of a vote conducted at the statutory threshold.

3. **Call and hold the shareholders' meeting, and pass the resolution.** The vote is taken at the threshold set by section 122. This is the step where practical friction usually shows up, not the paperwork afterward.

4. **Record the resolution in the corporation's records.** The removal takes effect once the shareholder vote passes at the required threshold; the corporation's minute book should reflect the resolution and the date.

5. **File Form 1 Notice of Change within 15 days.** Once a director is removed, [the government's Amendment – Business Corporations guide](https://www.ontario.ca/page/amendment-business-corporations) confirms the change "must be set out in an Initial Return/Notice of Change, Form 1... and filed with the Central Production and Verification Services Branch within 15 days after the change," under section 4(1) of the Corporations Information Act. This filing updates the public record of who sits on the board.

6. **Expect no fee for this filing.** [The Form 1 page](https://www.ontario.ca/page/form-initial-return-notice-change-making-changes-corporate-information) confirms there is no Ministry fee to file an Initial Return/Notice of Change, so the removal itself costs nothing to report; any cost in the process comes from legal or administrative help in running the meeting and drafting the resolution, not from a government charge.

## If the corporation is a not-for-profit, not a business corporation

The steps above apply to business corporations under the OBCA. A not-for-profit corporation in Ontario is governed by a different statute, the Not-for-Profit Corporations Act, 2010, and the removal mechanic is described differently in [the government's guide to that Act](https://www.ontario.ca/page/guide-not-profit-corporations-act-2010): members remove a director "by ordinary resolution at a special meeting," but this does not apply to a director appointed because they hold a particular office, and if a director was elected by a particular class of members, only that class can remove the director this way. If the corporation you are dealing with is a non-profit or charity rather than a share-capital business, confirm which Act it was incorporated under before following the OBCA steps above.

## Why the vote threshold matters more than it looks

The reason section 5(5)(a) exists is to stop a controlling shareholder or founder from writing a supermajority or unanimity requirement into the articles or a USA that would make an underperforming or conflicted director effectively unremovable by the rest of the shareholders. Because the OBCA fixes the ceiling at whatever section 122 itself sets, no drafting choice in the articles or a shareholder agreement can raise that ceiling, only lower the practical bar is off the table, not raise it. This is worth checking early, because a corporation's own governing documents are sometimes drafted (or copied from a template) without this limit in mind, and a clause that looks binding on its face may not survive a challenge.

## What the 15-day filing actually changes

The Form 1 filing does not itself remove the director; the shareholder vote does that. The filing exists to keep the government's public record of the corporation's directors accurate, which matters because third parties (banks, other businesses, government bodies) rely on that public record to know who can bind the corporation. Missing the 15-day window does not undo the removal, but it leaves the public record out of date in the meantime.

## Frequently asked questions

**Can a corporation's articles require more votes to remove a director than the OBCA allows?**

No. In Ontario, the Business Corporations Act specifically prevents a corporation's articles or a unanimous shareholder agreement from setting a higher shareholder vote threshold for removing a director than the threshold section 122 of the Act sets.

**Is there a government fee to report a director's removal in Ontario?**

No. Filing the Form 1 Initial Return/Notice of Change that reports a director's removal to the Ontario government carries no Ministry fee.

**How long do I have to report a director's removal after the vote?**

In Ontario, the corporation must file the Form 1 Notice of Change within 15 days of the director's removal, under the Corporations Information Act.

**Does the process differ for a not-for-profit corporation?**

Yes, for Ontario not-for-profits governed by the Not-for-Profit Corporations Act, members remove a director by ordinary resolution at a special meeting, but this does not apply to a director who holds office ex officio, and a director elected by a particular class of members can only be removed by that class.


## Sources

1. [Business Corporations Act, RSO 1990, c B.16](https://www.ontario.ca/laws/statute/90b16), Business Corporations Act, RSO 1990, c B.16, s 5(5)(a) (retrieved 2026-07-17)
2. [Government of Ontario, Amendment – Business Corporations guide](https://www.ontario.ca/page/amendment-business-corporations), Corporations Information Act, RSO 1990, c C.39, s 4(1) (retrieved 2026-07-17)
3. [Government of Ontario, Form 1: Initial Return/Notice of Change page](https://www.ontario.ca/page/form-initial-return-notice-change-making-changes-corporate-information), Corporations Information Act, RSO 1990, c C.39, s 4 (Ministry fee schedule) (retrieved 2026-07-17)
4. [Government of Ontario, Guide to the Not-for-Profit Corporations Act, 2010](https://www.ontario.ca/page/guide-not-profit-corporations-act-2010), Not-for-Profit Corporations Act, 2010, SO 2010, c 15, s 26 (retrieved 2026-07-17)