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Video - Power Of Directors

December 10, 2020 by Doug Flannigan

Our Business Law team is experienced ranging from individuals and small businesses to large multi-jurisdictional corporations. Our lawyers’ knowledge of the realities of operating a business allow us to provide our clients with practical and cost-effective solutions to the ongoing challenges of operating a successful business in today’s competitive and rapidly changing commercial environment.

A common question Partner Doug Flannigan often hears is trying to determine the difference between a director and a officer when operating their companies. He discusses.


A common question that I receive on a regular basis from my clients has to do with the operation of their companies. A company is a separate entity and it is controlled and operated by the directors. The shareholders of the company, the ones who hold equity in the company, appoint the directors on an annual basis and the directors will then make the decisions including the day to day decisions for the company. The officers are simply for the most part a figure head; the president, the vice president, the secretary, the treasurer, they are all pointees and they're not elected by the shareholders. They really don't have any power, they don't have a vote and they leave all of that to the directors. Frequently the directors are also the officers and that is where the confusion lies with clients as to whether their power lies as an officer or as a director.

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