Cliff – Federal Court of Appeal states that a director can resign by email or text

ITA s. 227.1(4) and ETA s. 323(5) indicate that a director cannot be assessed for unremitted corporate source deductions or GST more than two years after she ceased to be a director. Rennie JA stated:

Chriss does not require that all resignations must have a personal, physical signature to be effective. A director may resign via email or text, for example.

However, the only evidence of a purported written resignation in any form was a completed Form in the minute books for informing the Ontario Ministry of Consumer and Commercial Relations that the resignation had occurred (which may not have been sent to the Ministry). Rennie JA stated:

For a resignation to be effective, there must be evidence that the corporation received a written resignation confirming that the appellant has resigned. While Form 1 may reflect something that may have happened, it is not a substitute for a written resignation.

Accordingly, the taxpayer’s appeal was dismissed.

Neal Armstrong. Summary of Cliff v. Canada, 2022 FCA 16 under s. 227.1(4).