What is the effect of having only two directors on a company's audited financial statements?

Ontario, Canada


The following excerpt is from Goruk v. Greater Barrie Chamber of Commerce, 2021 ONSC 5005 (CanLII):

The Chamber draws a parallel between the facts of this case and those of a 1981 B.C. case called Jewitt v. Prism Resources Ltd., [1981] B.C.J. No. 1064 (B.C.C.A.). In Jewitt, the plaintiff had been hired as the president and CEO of a mining company in January 1979. He was also on the board of directors. An annual meeting of shareholders was scheduled for the end of April 1979. Audited financial statements were prepared for presentation to the shareholders. Before being sent out, however, they needed to be signed by two directors. The plaintiff was the only director available to sign the documents as the mailing deadline approached. He affixed his own signature and instructed his assistant to trace the signature of another director and apply it to the financial statements, which were then copied and mailed.

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