SS · Business Corporations Act
Part 9 — Directors and Officers
119 Directors' liability for wages
employees of the corporation for all debts not exceeding 6 months
wages payable to each employee for services performed for the
corporation while they are directors.
(2) Subsection (1) does not render a director liable for debts for
wages
(a) if the director believes on reasonable grounds that the
corporation can pay the debts as they become due, or
(b) if the debts are payable to employees for services performed
while the property of the corporation is under the control of
a receiver, receiver-manager or liquidator.
(3) A director is not liable under subsection (1) unless
(a) the corporation has been sued for the debt within 6 months
after it has become due and execution has been returned
unsatisfied in whole or in part,
(b) the corporation has commenced liquidation and dissolution
proceedings or has been dissolved and a claim for the debt
has been proved within 6 months after the earlier of the date
of commencement of the liquidation and dissolution
proceedings and the date of dissolution, or
RSA 2000
(c) the corporation has made an assignment or a receiving order
has been made against it under the Bankruptcy and
Insolvency Act (Canada) and a claim for the debt has been
proved within 6 months after the date of the assignment or
receiving order.
(4) No action may be brought against a director under this section
more than 2 years after the date on which the director ceased to be
a director.
(5) If execution referred to in subsection (3)(a) has issued, the
amount recoverable from a director is the amount remaining
unsatisfied after execution.
(6) If a director pays a debt referred to in subsection (1) that is
proved in liquidation and dissolution or bankruptcy proceedings,
the director is entitled to any preference that the employee would
have been entitled to, and if a judgment has been obtained, the
director is entitled to an assignment of the judgment.
(7) A director who has satisfied a claim under this section is
entitled to contribution from the other directors who were liable for
the claim.
1981 cB-15 s114;1987 c15 s14;1994 c23 s51