Practical guide · September 9, 2026
Buying director services: agree on the reporting process first
A director-service proposal should explain more than the appointment and its price. Before engaging a provider, establish how the director will receive information, evaluate requests, record decisions and raise concerns. This buyer’s checklist focuses on the working relationship after appointment. It does not determine whether your company needs a resident director or which incorporation jurisdiction to choose.
Start with the correct legal scope
For corporations governed by the Canada Business Corporations Act, section 122 sets duties of honesty, good faith and reasonable care. It also limits attempts to contract out of statutory duties or liability, subject to subsection 146(5). A service label is therefore not a substitute for a proper understanding of the director’s responsibilities. Primary source: CBCA, section 122.
That federal provision is not a summary of every provincial regime. Ask qualified counsel to identify the governing law, relevant corporate documents and allocation of authority for your company. The reporting arrangements below are practical questions for a proposal, not a statutory timetable or a promise of legal compliance.
Compare proposals using an information-access matrix
Ask each provider to complete the same matrix. The goal is to identify an owner and a usable process, not to collect documents nobody will review.
| Information or event | What the proposal should clarify |
|---|---|
| Routine business update | Who prepares it, its contents and the agreed delivery frequency |
| Financial information | Which reports are available, who explains them and how questions are resolved |
| Proposed transaction | Required background, decision deadline and authorized requesting person |
| Conflict or concern | How it is raised, documented and referred for professional advice when needed |
| Decision record | Who prepares the record and where the final version is retained |
| Urgent request | Escalation contact and what happens if information is incomplete |
| End of engagement | Records handover, outstanding matters and responsible contacts |
Avoid accepting “support included” as the answer to every row. Ask what work is included, what is separately charged, and what the provider does not undertake.
Test the process with a realistic request
Suppose management wants a director to consider a significant supplier agreement by Friday. Ask the provider to walk through the request without using real confidential documents during the sales discussion.
Who sends the contract? What background is needed? Who explains the commercial purpose and any related-party connection? How are questions sent back? If information arrives late, does the requested deadline move? Where is the outcome recorded?
A useful answer explains the sequence and responsibilities. “We sign whatever you send” leaves important questions unanswered. A target response time should distinguish acknowledgement from a completed review or decision. Availability does not mean advance agreement to approve a transaction.
Put the scope and exceptions in writing
Separate appointment administration, ongoing reporting, transaction review and specialist advice. Ask whether meetings, additional document reviews and urgent requests affect the fee. Do not assume that accounting, tax advice, legal opinions or banking assistance are part of a director engagement simply because they are useful to the company.
Choose a reporting frequency suited to the business and document what triggers an out-of-cycle update. A change in business activity, a dispute or a proposed financing may call for a conversation; the appropriate response depends on the facts and advice received. This checklist does not prescribe a universal monthly meeting requirement.
Plan the handover before appointment
Record who maintains the contact list, how access is removed when roles change and who receives open-item summaries. A handover list should identify unresolved requests, the location of decision records and the person responsible for each next step. Confirm any required corporate filings with the appropriate adviser rather than assuming that a service cancellation alone completes a director change.
Is the lowest annual fee the best comparison? Only if the proposals cover the same work. Compare the base scope, anticipated extra work and exit arrangements separately.
Does a reporting checklist guarantee compliance? No. It helps expose gaps in the proposed working process; it does not replace legal advice or the director’s judgment.
Review the existing service-scope FAQ for context. Contact the team with your jurisdiction, business activity and expected reporting needs to discuss scope before proceeding.