Sud v. The Queen (June 8, 2017 – 2017 TCC 106, D’Auray J.).
Précis: Mr. Sud was a director of 1186271 Ontario Inc. (“118”). He was assessed in 2014 for unpaid GST ($17,298.32 ) for the period from January 1, 2003 to December 31, 2005. The evidence was that 118 stopped doing business in 2005 and had filed its last Ontario corporate tax return in 2008. Mr. Sud testified that he believed that the corporation was automatically dissolved 2 years after its failure to file Ontario corporate tax returns and therefore he believed he had ceased to be a director of 118 around 2010. In fact 118 was not dissolved until October 24, 2016 which was two years after the date of the GST assessment of Mr. Sud.
The Court held that Mr. Sud did not cease to be a director until the date of the dissolution of 118 in 2016 and therefore rejected his argument that he had ceased to be a director more than two years prior to the date of the GST assessment in 2014. As a result Mr. Sud’s appeal was dismissed. There was no order as to costs since this was an informal procedure appeal.
Decision: The Court in essence found that Mr. Sud’s subjective belief that he had ceased to be a director of 118 some time around 2010 was simply not relevant:
 In this case, the appellant testified at the hearing that he did not ever formally resign from being a director. Even if the appellant had a subjective belief that he was no longer a director, this would not be sufficient to meet the requirements in section 121 of the OBCA.
 Further, the appellant was still involved with matters of the Corporation after operations ceased, including the Consent to Judgement on February 5, 2010.
 In addition, the appellant cannot argue that he was no longer a director once the Corporation ceased operations. This Court has addressed this issue and held that it is not relevant to the determination of director’s liability. In Bremner v R, the Court stated:
The fact that Excel ceased to carry on business in August is not really relevant. Directors of corporations have duties that survive the cessation of the business previously carried on.
 The facts in this appeal are consistent with the point stated in Bremner, as the appellant continued to manage the affairs of the Corporation well after business operations had ceased.
 Further, even if a corporation had ceased operations and gone into bankruptcy, this would not affect the status of an individual as a director.
 The OBCA and the relevant jurisprudence have outlined strict requirements for the resignation of directors. In this case, the appellant never resigned as a director, and therefore would still be considered a director until the Corporation was dissolved in 2016.
As a result Mr. Sud’s appeal was dismissed. There was no order as to costs since this was an informal procedure appeal.