Whether an individual is a de facto director or merely a manager partly engages the question, what are the core functions of directors

The question whether an individual is a de facto director and, thus, has potential liability under ITA s. 227.1 and similar provisions in other statutes turns, in part, on whether the individual is doing the things that generally directors do. However, this is also a comparative exercise, as a director may have more success in avoiding liability if there is someone else who is playing a more key role and, conversely, it is very difficult for a sole director and shareholder to cease to be a director.

In situations where the individual has not performed any of the definitive or major acts that only a director could perform but has instead been involved in the corporation's administration or operations, what seems to matter is the extent of the lesser acts that cumulatively may signal the existence of a de facto directorship.

Neal Armstrong. Summary of Brian M. Studniberg, "Identifying the De Facto Director," Canadian Tax Journal, (2015) 63:4, 1073-95 under s. 227.1(1).