You’re a bookkeeper. Under threat of losing your job, you agree to your employer’s demands that you buy a small share interest and act as a director of the company. You try to prevent what you see as bad management but the real shareholders ignore you. The company fails to make its payroll remittances. CRA goes after you for the unremitted payroll amounts. Are you liable? Not if you “took all the necessary measures within [your] power and under the circumstances, to prevent the failure.” (Para. 18.)
Ms. Qian was a recent immigrant to Canada whose employers “took advantage of [her] lack of knowledge of Canadian rules concerning potential liability of the company’s directors.” (Para. 23) But she could show that she prepared financial reports, warned of the CRA tax arrears, had no control over banking or staff, wasn’t invited to directors’ meetings, strove to get management to cut expenses and, eventually, resigned her directorship. So, she wasn’t liable. But she must have suffered much in struggling to defend herself.