Directors, officers, and board members each have a separate register in Octelligence. They look similar, but they answer different questions for different audiences. The corporate registry cares about directors; investors care about board composition; counsel cares about all three. The same person can sit in multiple registers — a founder is often a director, the President, and a board member at once.
The three registers
- Directors — the persons appointed under corporate law to direct the affairs of the corporation. Listed on the annual return and on the registry record (CBCA / OBCA / Delaware secretary of state, etc.). Each director has a residential address required by statute in most jurisdictions.
- Officers — the appointed roles like President, Treasurer, Corporate Secretary. Officers may or may not be directors. Listed on filings where the jurisdiction requires it.
- Board members — people who hold seats on the board for governance purposes, including investor designees and observer seats. The board-members register is what counsel uses to confirm "who actually sits on the board today" — directors plus observers if you track them.
Step-by-step
Open Governance
From the corporation's workspace, open Governance. You'll see tabs for Directors, Officers, and Board. Each tab lists the current roster on top and historical entries below, with appointment and resignation dates.
Add a director
From the Directors tab, click Add director and enter:
- Name — required.
- Title (optional) — e.g., "Lead Independent Director," "Chair," or blank for a regular director.
- Residential address — required by statute in CBCA / OBCA filings; recommended everywhere.
- Appointment date — defaults to today; set it to the actual effective date if backdating from a resolution.
- Person link — if the director already exists in the People & Organizations directory, link the records so future changes (address update, etc.) propagate. New names are added to the directory automatically.
Save. The director appears in the current roster immediately.
Add an officer
From the Officers tab, click Add officer and enter:
- Name — required.
- Position — President, Treasurer, Corporate Secretary, Chief Financial Officer, etc.
- Residential address (optional).
- Appointment date — the date the appointment took effect.
One person can hold multiple officer positions (founder is often President and Treasurer at incorporation). Add a separate officer entry for each position so terms can end independently.
Add a board member
From the Board tab, click Add board member. Use this register for the people sitting on the board today — directors plus any observer seats or investor designees you want to track. The fields are the same as directors, with title used for the seat designation (e.g., "Series Seed designee," "Board observer").
Record a resignation or term end
Find the entry in the current roster, click Edit, and set the End date. The entry moves out of the current roster into the historical list. The end-dated record stays queryable — useful when an auditor or registry asks "who was a director on 2024-09-15?"
If you need to attach the resignation letter or the resolution accepting the resignation, upload it to the corporate records (see Minute book & resolutions). The minute book and the register are linked by date.
Pair changes with a resolution
Director and officer appointments almost always require a board resolution; resignations require accepting the letter. After updating the register, open Minute Book and create a resolution dated the same day. Octelligence includes templated resolutions for common appointments and resignations (see Minute book & resolutions). The register and the resolution together are what counsel will look for at diligence.
What the register feeds
- Annual return. The current-roster directors are pre-filled into the CBCA / OBCA annual return draft (and the equivalent for other jurisdictions).
- Resolutions. Director and officer names auto-fill in templated resolutions, so you don't retype them.
- Diligence exports. Both current and historical entries are included in the compliance dossier for investor or M&A diligence.
- Activity log. Every add, edit, and end-date action is recorded with the user, timestamp, and IP. See Activity log.
Residency requirements (Canada). CBCA federal corporations require 25% of directors to be resident Canadians. OBCA Ontario corporations removed this requirement in 2021. Octelligence flags residency on the director record but does not enforce a hard block — verify the rule for your jurisdiction at appointment time.
Common gotchas
Backdating without the supporting resolution. If you set an appointment date earlier than the record was created, attach the resolution that authorized the appointment on that date. A backdated record without authorizing documentation is a diligence finding.
Leaving resigned directors in the current roster. Set the end date the same day the resignation takes effect. The register is what your annual return pulls from — a stale roster files an incorrect annual return.
Treating directors and board members as the same register. They overlap, but they're not identical. Investor designees on the board are board members. Observer seats are board members but not directors. If your corporation hasn't formalized observers, the board register can be a near-duplicate of directors; if it has, the two diverge.
Forgetting officer position changes. If the President steps down and the CFO becomes President, end the existing President entry and create a new one. Don't edit the existing entry's position — the historical record matters for board minutes and consents.