http://decision.tcc-cci.gc.ca/tcc-cci/decisions/en/item/98316/index.do 
McDonald v. The Queen (October 24, 2014 – 2014 TCC 315) was an appeal of a director’s liability assessments against the appellant under the Income Tax Act and the Excise Tax Act (GST/HST). The Crown’s position was that the appellant had acted at all material times as a de facto director of the corporation concerned, Arc Electrical Technicians Ltd. (“Arc”). The court reviewed the evidence:
[27] Based on the facts in these appeals, was the Appellant playing a subordinate role in the corporate affairs and activities compared to his wife and his father-in-law? Based on the facts, I do not believe that he was in a subordinate position. He played an important and active role in the overall corporate operations. He signed cheques, had access to the corporate books and records, was free to question the bookkeepers on remittances, filings and other office procedures and solely managed and controlled the employees, the field work, the contracts obtained and the bids. He also attended, along with his wife, the meetings with the trust examiners and, in doing so, held himself out as one of the individuals with intimate knowledge of the affairs of the Company. His father-in-law was never a presence in the office or in the life of the corporate activities and, in later years, his mental capacity was declining. The evidence was that he was attempting to assist his daughter when the Appellant was temporarily unable to work and that it was his idea to incorporate a new company. However, there is no evidence that he was actively involved with the affairs of the Company, financial or otherwise, except to the extent that Deborah McDonald testified that she kept him informed. To what degree this occurred is unclear, as she testified that she was “in over my head” with the bookkeeping and actually stepped away from the office and left these activities to bookkeepers that she hired. In fact, she testified that she did not advise her husband of these problems although he had access to the records and was responsible for signing cheques and returns.
[28] The Appellant had prior experience in operating a business and was aware of the necessity of submitting corporate returns and remittances. Although both the Appellant and his wife relied on the one example provided of the Appellant’s lack of input into the Company acquiring larger commercial contracts, no other evidence was adduced that would support a conclusion that the Appellant lacked input in directing and controlling the overall affairs of the Company. It was the Appellant’s expertise that was at the heart of the operation of the Company. The evidence supports that the Appellant’s spouse had stepped away from the Company and had relegated her office responsibilities to bookkeepers that she hired. According to the evidence of the appeals officer, the remittance problems had existed over the life of the Company and it was primarily the Appellant with whom the CRA dealt.
[29] I am of the view that an individual need not be involved in all facets of the management of the corporate operations to be held to be a de facto director. Depending on the corporate structure and the complexity of the corporate operations, it will be a question of fact as to whether an individual has performed duties that one would expect only a de jure director to complete. Whether the individual is held out by the corporation as one of its directors will be one of many relevant factors but not a decisive factor on its own.
Based on that review the court concluded that the appellant had been a de facto director of Arc:
[31] The Appellant was at the centre of the heartbeat of this Company’s activities and structure, even though he was not technically a director. Based on the evidence before me, I conclude that the Appellant played a significant role in the Company’s affairs and either controlled or had the right to control a majority of the corporate operations. He has not provided sufficient evidence to overcome the Minister’s assumptions that he performed the functions and duties expected of a director. For these reasons, both of the appeals are dismissed. The Respondent is awarded costs, but only as they relate to the general procedure appeal, as these appeals were heard together on common evidence.