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Declare an interest
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Newfoundland and Labrador stands fully covered: its own filings and guidance stand in the books beside the federal ones.
A director with a stake in a decision says so, and takes no part in deciding it.
A director or officer who stands on the other side of a material contract with the corporation discloses the nature and extent of the interest — in writing, or entered in the minutes of the directors’ meeting. A general notice can stand as the declaration. The Act names the contracts an interested director may still vote on, and a court may set aside a contract whose interest was never disclosed. Binds: Newfoundland and Labrador corporations.
The law’s own words
“A director or officer of a corporation (a) who is a party to a material contract or proposed material contract with the corporation; or (b) who is a director or an officer of or has a material interest in a person who is a party to a material contract or proposed material contract with the corporation, shall disclose in writing to the corporation, or request to have entered in the minutes of meetings of directors, the nature and extent of his or her interest.”
Corporations Act (Newfoundland and Labrador), s. 198(1) · Read it at Newfoundland and Labrador · Verified 2026-11-11
“A director referred to in subsection (1) may vote on a resolution to approve the contract where the contract is (a) an arrangement by way of security for money lent to or obligations undertaken by the director for the benefit of the corporation or an affiliate; (b) a contract relating primarily to his or her remuneration as a director, officer, employee or agent of the corporation or an affiliate; (c) a contract for indemnity or insurance under sections 205 to 209; or (d) a contract with an affiliate.”
Corporations Act (Newfoundland and Labrador), s. 198(5) · Read it at Newfoundland and Labrador · Verified 2026-11-11
“For the purposes of section 198, a general notice to the directors by a director or officer that declares that the director or officer is a director or officer of or has a material interest in a person and is to be regarded as interested in a contract made with that person is a sufficient declaration of interest in relation to a contract so made.”
Corporations Act (Newfoundland and Labrador), s. 199 · Read it at Newfoundland and Labrador · Verified 2026-11-11
“Where a director or officer of a corporation fails to disclose his or her interest in a material contract in accordance with section 198 or 199, a court may, upon the application of the corporation or a shareholder of the corporation, set aside the contract on the terms that it thinks appropriate.”
Corporations Act (Newfoundland and Labrador), s. 201 · Read it at Newfoundland and Labrador · Verified 2026-11-11
Corporations Act (Newfoundland and Labrador), sections 198, 199 and 201
“A director or officer of a corporation (a) who is a party to a material contract or proposed material contract with the corporation; or (b) who is a director or an officer of or has a material interest in a person who is a party to a material contract or proposed material contract with the corporation, shall disclose in writing to the corporation, or request to have entered in the minutes of meetings of directors, the nature and extent of his or her interest.” “For the purposes of section 198, a general notice to the directors by a director or officer that declares that the director or officer is a director or officer of or has a material interest in a person and is to be regarded as interested in a contract made with that person is a sufficient declaration of interest in relation to a contract so made.” “Where a director or officer of a corporation fails to disclose his or her interest in a material contract in accordance with section 198 or 199, a court may, upon the application of the corporation or a shareholder of the corporation, set aside the contract on the terms that it thinks appropriate.”
Source: House of Assembly — Corporations Act, RSNL 1990, c. C-36, ss. 198, 199, 201 · Checked 2026-11-11