Under the CBCA, how many directors must be Canadian citizens if a corporation has fewer than four directors?

Under the Canada Business Corporations Act (CBCA), a corporation with fewer than four directors must have at least one director who is a Canadian citizen. This requirement aims to ensure that there is a level of domestic oversight and governance in Canadian corporations, particularly those with a smaller number of directors.

When the number of directors is limited, the Act acknowledges that maintaining a simple requirement—having at least one Canadian citizen—sufficiently addresses the need for Canadian representation and involvement while allowing the corporation some flexibility in its governance structure.

In the case where there are four or more directors, different proportions or requirements for Canadian residency may apply, hence the focus on the minimum requirement for smaller boards. This provision fosters a balance between encouraging foreign investment and ensuring Canadian oversight of corporate governance.