I think it is possible that a corporation could act as shadow director in another corporation, but there is a question as to whether or not it could be recognized by a Canadian court as being a director. In terms of acting as shadow director, it is likely that a corporation could meet the definition of a person “in accordance with whose directions or instructions the directors of the company are accustomed to act”. It is certainly conceivable to think of a corporation acting as a “person” directing the actions of another corporation’s directors.
However, whether or not a Canadian court would recognize such a situation as constituting a director role is unclear. This is because both the CBCA and BCBCA outline that directors must be “individuals”. I think it is unlikely that a corporation would be considered an individual. Section 105(1) of the CBCA explicitly lays out that “a person who is not an individual” is disqualified. This seems to be a rejection of the idea that a corporation as an entity could count as a director. Therefore, it is likely that a corporation could meet the definition of a shadow director, but Canadian courts would be unlikely to find that the corporation hiding in the shadows could properly be classified as a director.
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