25.1 (1) If a corporation has failed to collect tax under this Act, has collected tax and failed to remit the tax or has failed to pay any interest or penalty related thereto, the directors of the corporation at the time the corporation is required to collect or remit the taxes or to pay the interest or penalty related thereto, are jointly and severally liable, together with the corporation, to pay such amounts.  1991, c. 49, s. 22. Exception (2) A director of a corporation is not liable under subsection (1) unless, (a)  a warrant of execution for the amount of the corporation’s liability as described in subsection (1) has been issued under clause 17 (1) (b) and the warrant has been returned by the sheriff unsatisfied in whole or in part; (a.1)  the corporation has commenced proceedings under the Companies’ Creditors Arrangement Act (Canada); (a.2)  the corporation has become bankrupt due to an assignment or receiving order or it has filed a notice of intention to file or a proposal under the Bankruptcy and Insolvency Act (Canada), and a claim for the amount of the corporation’s liability referred to in subsection (1) has been proven within six months after the date of the assignment, receiving order or filing of the proposal; or (b)  the corporation becomes subject to a proceeding to which section 3.6.1 applies and a claim is made under that section during the period beginning on the date on which the Minister should have been advised of the commencement of those proceedings and ending on the date that is six months after the remaining property of the collector, distributor or registered importer has been finally disposed of.  1991, c. 49, s. 22; 1998, c. 30, s. 35; 2011, c. 9, Sched. 16, s. 5. Prudent director (3) A director of a corporation is not liable for a failure described in subsection (1) if the director exercised the degree of care, diligence and skill to prevent the failure that a reasonably prudent person would exercise in comparable circumstances.  1991, c. 49, s. 22. Assessment (4) The Minister may assess any person for any amount payable by the person under this section and, where the Minister sends a notice of assessment, the sections of this Act respecting assessments, objections and appeals apply with necessary modifications.  1991, c. 49, s. 22. Time limit (5) An assessment under subsection (4) shall not be made more than two years after the person last ceased to be a director of the corporation.  1991, c. 49, s. 22. Execution (6) If execution referred to in clause (2) (a) has been issued, the amount recoverable from a director is the amount remaining unsatisfied after execution.  1991, c. 49, s. 22. Idem (7) If a director of a corporation pays an amount in respect of a corporation’s liability described in subsection (1) that is proved in liquidation, dissolution or bankruptcy proceedings, the director is entitled to any preference that Her Majesty in right of Ontario would be entitled to had the amount not been so paid and, where a warrant of execution has been issued under clause 17 (1) (b), the director is entitled to the assignment of the warrant of execution to the extent of the director’s payment, and the Minister may make the assignment.  1991, c. 49, s. 22. Allocation by Minister (8) For the purpose of this section, the Minister may apply any payment or payments made by or on behalf of the corporation under this Act to any of the liabilities described in subsection (1) including penalties and interest relating thereto and to any liability for tax payable under this Act including any penalty and interest relating thereto.  1991, c. 49, s. 22. Section Amendments with date in force (d/m/y) 1991, c. 49, s. 22 - 01/01/1992; 1998, c. 30, s. 35 - 18/12/1998 2011, c. 9, Sched. 16, s. 5 - 12/05/2011