54 (1) If a corporation failed to collect an amount required to be collected under this Act or collected the amount but failed to remit it to the Minister or has failed to pay any interest or penalty related to the failure to collect or remit an amount in accordance with this Act and the regulations, the directors of the corporation at the time the corporation was required to collect or remit the amount or to pay the interest or penalty are jointly and severally liable, with the corporation, to pay those amounts.  2009, c. 34, Sched. A, s. 7; 2019, c. 15, Sched. 2, s. 2. 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 section 50 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); (b)  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 (c)  the corporation becomes subject to a proceeding to which section 33 applies and a claim is made by the Minister during the period beginning on the day on which the Minister should have been advised of the commencement of those proceedings and ending on the day that is six months after the remaining property of the collector has been finally disposed of.  2009, c. 34, Sched. A, s. 7; 2011, c. 9, Sched. 2, s. 6. 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.  2009, c. 34, Sched. A, s. 7. Assessment (4) The Minister may assess a person for an amount payable by the person under this section and, if the Minister sends a notice of assessment, the provisions of this Act relating to notices of assessment, objections, appeals and the collection of amounts owing under this Act apply with necessary modifications.  2009, c. 34, Sched. A, s. 7; 2019, c. 15, Sched. 2, s. 2. Time limit (5) The Minister shall not issue a notice of assessment to a person for an amount assessed under subsection (4) more than two years after the person last ceased to be a director of the corporation.  2009, c. 34, Sched. A, s. 7. Execution (6) If the warrant of execution referred to in clause (2) (a) has been issued, the amount recoverable from a director is the amount remaining unsatisfied after execution.  2009, c. 34, Sched. A, s. 7. Same (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 the Crown in right of Ontario would be entitled to had the amount not been paid and, if the warrant of execution has been issued under section 50, the director is entitled to the assignment of the warrant of execution to the extent of the director’s payment, and the Minister is authorized to make the assignment.  2009, c. 34, Sched. A, s. 7. Allocation by the Minister (8) For the purposes of this section, the Minister may, at his or her discretion, determine how the payment or payments made by or on behalf of the corporation under this Act are to be applied with respect to amounts the corporation is liable to pay or remit under this Act.  2009, c. 34, Sched. A, s. 7; 2019, c. 15, Sched. 2, s. 2. Section Amendments with date in force (d/m/y) 2009, c. 34, Sched. A, s. 7 - 15/12/2009 2011, c. 9, Sched. 2, s. 6 - 12/05/2011 2019, c. 15, Sched. 2, s. 2 - 29/11/2021