A corporation is a legal entity that’s separate and distinct from its individual officers and directors and responsible for its own liabilities. As a result, officers and directors aren’t generally responsible for violations committed by the corporation they serve. In fact, this protection against personal liability for a corporation’s transgressions is one of the reasons individuals form corporations in the first place. But protection from personal liability is subject to limitations. For example, most environmental laws specifically hold officers and directors personally liable for corporate violations under certain circumstances—even if the corporation itself isn’t prosecuted or convicted.
Here’s a chart showing whether the main environmental law, often called the Environmental Protection Act or some variation, in each jurisdiction imposes personal liability on officers and directors for environmental violations committed by their corporations.
FEDERAL: If a corporation commits an offence under this Act or regulations, any officer, director or agent of the corporation who directed, authorized, assented to, acquiesced or participated in the commission of the offence is a party to and guilty of the offence and is liable for the punishment provided for the offence—whether or not the corporation has been prosecuted or convicted [Canadian Environmental Protection Act, Sec. 280(1)].
ALBERTA: Where a corporation commits an offence under this Act, any officer, director or agent of the corporation who directed, authorized, assented to, acquiesced or participated in the commission of the offence is guilty of that offence and is liable for the punishment provided for the offence—whether or not the corporation has been prosecuted or convicted for the offence [Environmental Protection and Enhancement Act, Sec. 232].
BRITISH COLUMBIA: If a corporation commits an offence under this Act, an employee, officer, director or agent of the corporation who authorized, permitted or acquiesced in the offence commits the offence—whether or not the corporation is convicted [Environmental Management Act, Sec. 121(1)].
MANITOBA: Any officer, director or agent of the corporation who directed, authorized, assented to, acquiesced or participated in the commission of an offence is a party to and guilty of the offence and is liable on conviction for the designated punishment [The Environment Act, Sec. 35].
NEW BRUNSWICK: Doesn’t specifically address the liability of officers and directors in the Clean Environment Act, Clean Air Act or Clean Water Act.
NEWFOUNDLAND/LABRADOR: An officer, director or agent of a corporation who directs, authorizes, assents to, acquiesces or participates in the contravention of this Act is guilty of an offence and is liable on summary conviction to the punishment for the corporation—whether or not that corporation has been prosecuted or convicted [Environmental Protection Act, Sec. 117].
NORTHWEST TERRITORIES/NUNAVUT: Where a corporation commits an offence under this Act or the regulations, any officer, director or agent of the corporation who directed, authorized, assented to, acquiesced or participated in the commission of the offence is a party to and guilty of the offence [Environmental Protection Act, Sec. 14.1(1)]. An officer, director or agent of the corporation is liable to conviction whether or not the corporation has been prosecuted for or convicted of the offence [Sec. 14.1(2)].
NOVA SCOTIA: Where a corporation commits an offence under this Act or the regulations, any officer, director or agent of the corporation who directed, authorized, assented to, acquiesced or participated in the violation is guilty of the offence and is liable to the punishment provided for that offence—whether or not the corporation has been prosecuted [Environment Act, Sec. 164].
ONTARIO: Every officer or director of a corporation has a duty to take all reasonable care to prevent the corporation from violating the Act and committing other designated offences [Environmental Protection Act, Sec. 194(1)]. Every person who has such a duty and fails to carry out that duty is guilty of an offence [Sec. 194(2)]. A director or officer of a corporation is liable to conviction whether or not the corporation has been prosecuted or convicted [194(3)].
PRINCE EDWARD ISLAND: Any officer, director or agent of a corporation who directs, authorizes, assents to, acquiesces or participates in the commission of an offence by that corporation is guilty of an offence and liable to any penalty authorized [Environmental Protection Act, Sec. 32(5)].
QUÉBEC: Every director or officer of a legal person who, by means of an order or authorization or through his advice or encouragement, leads the legal person to refuse or neglect to comply with an order or to emit, deposit, release or discharge a contaminant into the environment in contravention of this Act or the regulations commits an offence and is liable to authorized penalties [Environment Quality Act, Sec. 109.3].
SASKATCHEWAN: Every director, officer or agent of a corporation who directed, authorized, assented to, acquiesced or participated in an act or omission of the corporation that would constitute an offence by the corporation is guilty of that offence and is liable on summary conviction to the penalties provided for that offence—whether or not the corporation has been prosecuted or convicted [Environmental Management and Protection Act, 2002, Sec. 74(3)].
YUKON: If a corporation commits an offence under this Act, any officer, director, manager or agent of the corporation who knowingly directed, authorized, assented to, acquiesced or participated in the commission of that offence is a party to and guilty of the offence and is liable to the punishment provided for that offence—whether or not that corporation has been prosecuted or convicted [Environment Act, Sec. 179].
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