Section 119 — Canada Business Corporations Act: Liability of directors for wages

Directors of a corporation are jointly and severally, or solidarily, liable to employees of the corporation for all debts not exceeding six months wages payable to each such employee for services performed for the corporation while they are such directors respectively. A director is not liable under subsection (1) unless the corporation has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part; the corporation has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proved within six months after the earlier of the date of commencement of the liquidation and dissolution proceedings and the date of dissolution; or the corporation has made an assignment or a bankruptcy order has been made against it under the Bankruptcy and Insolvency Act and a claim for the debt has been proved within six months after the date of the assignment or bankruptcy order. A director, unless sued for a debt referred to in subsection (1) while a director or within two years after ceasing to be a director, is not liable under this section. Where execution referred to in paragraph (2)(a) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution. A director who pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings is entitled to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director is in Quebec, subrogated to the employee’s rights as declared in the judgment; and elsewhere in Canada, entitled to an assignment of the judgment. A director who has satisfied a claim under this section is entitled to contribution from the other directors who were liable for the claim.