43 (1) Where a corporation has failed to collect tax or has collected tax and failed to remit the tax or has failed to pay any interest or penalty relating thereto, the directors of the corporation at the time the corporation was required to collect or remit the taxes or to pay the interest or penalty relating thereto, are jointly and severally liable, together with the corporation to pay such amounts.  R.S.O. 1990, c. R.31, s. 43 (1). 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 37 (1) (b) and directed to the sheriff of the county or district in which any property of the corporation is located or situate and the warrant has been returned by the sheriff unsatisfied in whole or in part; (b)  the corporation becomes subject to a proceeding to which section 22 applies and a claim has been made under that section at any time from the date that the Minister should have been advised of the commencement of those proceedings to the date that is six months after the remaining property of the vendor has been finally disposed of; (b.1)  the corporation has commenced proceedings under the Companies’ Creditors Arrangement Act (Canada); or (c)  the corporation has become a bankrupt due to an assignment or receiving order or it has filed either 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 proved within six months after the date of the assignment, receiving order or filing of the proposal.  R.S.O. 1990, c. R.31, s. 43 (2); 1994, c. 13, s. 24; 1997, c. 43, Sched. D, s. 12; 2011, c. 9, Sched. 37, s. 9. Prudent director (3) A director of a corporation is not liable for a failure described under subsection (1) if the director exercised the degree of care, diligence and skill to prevent the failure that a reasonably prudent person would have exercised in comparable circumstances.  R.S.O. 1990, c. R.31, s. 43 (3). 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 such modifications as the circumstances require.  R.S.O. 1990, c. R.31, s. 43 (4). Time limit (5) Any assessment under subsection (4) of any amount payable by a person who is a director of a corporation shall not be made more than two years after the person last ceased to be a director of the corporation.  R.S.O. 1990, c. R.31, s. 43 (5). Execution (6) Where execution referred to in clause (2) (a) has been issued, the amount recoverable from a director is the amount remaining unsatisfied after execution.  R.S.O. 1990, c. R.31, s. 43 (6). Idem (7) Where 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 or in respect of which a claim has been made in proceedings described in subsection 22 (2), the director is entitled to any preference that Her Majesty in right of Ontario would have been entitled to had the amount not been so paid and, where a warrant of execution has been issued and directed to the sheriff for the area in which any property of the corporation is located or situate, the director is entitled to an assignment of the warrant of execution to the extent of the director’s payment, and the Minister is empowered to make the assignment.  R.S.O. 1990, c. R.31, s. 43 (7). Allocation by Minister (8) For the purposes 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 any liability for tax payable by the corporation under this Act including any penalty and interest relating thereto.  R.S.O. 1990, c. R.31, s. 43 (8); 2005, c. 31, Sched. 19, s. 8. Section Amendments with date in force (d/m/y) 1994, c. 13, s. 24 - 23/06/1994; 1997, c. 43, Sched. D, s. 12 (1, 2) - 18/12/1997 2005, c. 31, Sched. 19, s. 8 - 15/12/2005 2011, c. 9, Sched. 37, s. 9 - 12/05/2011