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The short answer
Federally, at least 25 per cent of a corporation's directors must be resident Canadians, and a corporation with fewer than four directors must have at least one, according to Corporations Canada (checked October 2026). Provincial rules differ: some provinces have changed their rules in recent years, so check the director section of your province's corporations statute or its registry page before forming a board made up of partners in Nigeria.
A common set-up for Nigerian founders: one partner has moved to Canada, two remain in Lagos or Abuja, and all three want to be directors. Whether that works depends on where the company is incorporated. The rule is set by the law under which the company is formed, not by where it trades.
The federal rule
Corporations Canada's directors and officers page states:
- "at least 25 percent of the directors of a corporation must be resident Canadians";
- where a corporation has fewer than four directors, "at least one of them must be a resident Canadian";
- corporations in ownership-restricted sectors (such as airlines and telecommunications) or certain cultural sectors (such as book retailing) need "a majority of resident Canadian directors".
Every director must be an individual (not a company), at least 18, not bankrupt and not declared incapable. Officers are different: "Any individual can be an officer", and officers need not be shareholders or directors. When incorporating, you state whether each director is a resident Canadian.
Worked examples (illustrative)
| Board | Resident Canadians | Meets federal rule? |
|---|---|---|
| 1 director in Toronto | 1 of 1 | Yes |
| 3 directors: 1 in Toronto, 2 in Lagos | 1 of 3 | Yes (fewer than four, at least one) |
| 4 directors: 1 in Calgary, 3 in Abuja | 1 of 4 (25%) | Yes |
| 5 directors: 1 in Ottawa, 4 in Nigeria | 1 of 5 (20%) | No, needs 2 |
| 2 directors, both in Nigeria | 0 of 2 | No |
"Resident Canadian" has a defined meaning in the federal Act that is not identical to everyday residence; the directors page does not repeat the definition. Check it in the Act or Corporations Canada's glossary if a director is a permanent resident who spends long periods in Nigeria.
Provincial rules
Provinces set their own rules for corporations incorporated under their own statutes. Some have relaxed or removed residency requirements in recent years and others may keep a minimum. We have not confirmed each province's current rule for this article, so we do not list them; rules have changed, and second-hand summaries online are often out of date.
How to check your province
- Find the province's business corporations statute on its official law site and read the section on directors' qualifications or composition of the board.
- Check the province's registry page on incorporating, which often states the director requirements in plain language.
- Look at the incorporation form itself: if it asks whether each director is a resident Canadian, a requirement probably applies.
- Confirm with a lawyer if you are relying on a non-resident board.
If your province has no residency rule, a provincial corporation can have an all-Nigerian board, but it must still register in any other province where it trades, and that province's rules on extra-provincial companies apply. Our guides to registering a company through BC Registries and federal or provincial incorporation cover the choice.
What changes when a director moves
Residency is not fixed at incorporation. If your only resident Canadian director moves back to Nigeria, a federal corporation with fewer than four directors no longer meets the rule. Plan for it: identify who would replace that director, and file the change of directors promptly. The same applies in reverse: a partner who relocates from Lagos to Toronto may let you rebalance the board. Corporations Canada says the number of directors in the articles can only be changed by amending them, which costs $200 online as at October 2026, so set a minimum and maximum number of directors in the articles at the start to leave room.
Directors' duties apply wherever you live
Non-resident directors carry the same legal duties as those in Canada,. A partner in Abuja who joins the board should understand that it is not an honorary title.
Options when partners live in Nigeria
- Incorporate where no residency rule applies, once you have confirmed the provincial statute.
- Keep a small federal board: with fewer than four directors, one resident Canadian is enough.
- Make partners shareholders, not directors. Ownership and board seats are separate; a shareholders' agreement can give them voting and information rights.
- Appoint officers: any individual can be an officer, wherever they live, though officers do not replace directors for the count.
- Use a Nigerian company as a shareholder; see a Nigerian company with a Canadian subsidiary.
Where Pryme fits
Boards split between Canada and Nigeria need clear approvals. Pryme Business Accounts let a person approve payments above a set ceiling with every action recorded, and the Compliance agent prepares checks for a person to sign off. A multicurrency account holds NGN, USD, GBP and EUR. Outside Nigeria, Pryme's activities are carried out through regulated partners.
Questions people ask
Do I need a Canadian resident director to incorporate federally?
Yes. At least 25 per cent of directors must be resident Canadians, and with fewer than four directors at least one must be.
Can all my directors live in Nigeria?
Not for a federal corporation. Some provinces have no residency rule for their own corporations; check the provincial statute before relying on it.
Is a permanent resident a resident Canadian for directors?
The federal Act has its own definition. Check it before counting a PR who spends long periods abroad.
Can my Nigerian partners be shareholders instead?
Yes. Shareholders need not be directors or Canadian residents; a shareholders' agreement can set their rights.
Sources
- Corporations Canada: Directors and officers · accessed Oct 2026
- Corporations Canada: How to incorporate a business · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.