What is DO insurance?

DO insurance covers directors and officers personally against claims arising from their duties — legal defence costs, settlements, and judgments.

Is fraud by a director covered?

No. Proven intentional fraud is excluded. But defence costs are often advanced until the final decision.

What is the tail clause?

If you sell or leave, the tail clause maintains coverage for claims arising from the previous position. Usually 3-6 years.

DO Directors and Officers Insurance Quebec 2026

Q: Does a volunteer NPO director need DO?

Yes. A volunteer director is personally liable. A limit of $1 million with a premium of $750 to $1,800 is a minimum.

Q: Does DO cover wrongful dismissal claims?

Yes, via the EPL (Employment Practices Liability) extension — included or addable to the DO policy.

Q: Does my indemnity contract replace the DO?

No. If the company goes bankrupt, you are overdrawn. DO Side A compensates directly even if the company cannot.

Q: How long does the protection go back?

DO policies are claims-made. The ideal retroactive date is unlimited or since the foundation of the company.

Q: How much does a DO policy cost for a $5 million SME?

For a private SME with $5 million in revenues, count $2,500 to $6,000 per year for a limit of $3 million.

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Directors and Officers — DO Assur360 Insurance

IN BRIEF

DO Insurance (Directors and Officers)

DO (Directors and Officers) insurance protects corporate directors and officers from personal claims (shareholders, creditors, employees, government). Essential for non-profit and incorporated businesses.

Key coverage: legal defense (often $100,000-500,000 before any settlement), indemnities, and employment practices liability. Typical limits: $1-5 million for SMEs, $10-25 million for medium-sized companies.

Directors and officers of Quebec companies face increasing personal risks — shareholder claims, employee dismissal lawsuits, AMF/ARC regulatory investigations, governance disputes, breach of fiduciary duty. Directors and Officers (DO) insurance protects you and your company’s wealth from these claims. At Assur360, our AMF-certified brokers build DO policies (Side A, B, C) for SMEs from $1-10 million, non-profit organizations and boards of directors.

PERSONAL PROTECTION FOR DIRECTORS

D&O — Legal Shield for Quebec Directors

Defense costs, settlements, judgments. Complete Side A/B/C protection.

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$1-10M

Standard SME Limit

Side A/B/C

Coverage structure

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Who needs DO insurance?

Any person who sits on the board of directors of a corporation, a non-profit organization or who holds a management position (CEO, CFO, VP, general manager) can be personally sued for his or her professional decisions. Contrary to popular belief, the limitation of liability in the Business Corporations Code does not protect against claims for negligence, breach of fiduciary duty or non-compliance. Only a DO policy indemnifies these risks.

🏢

SME ($1-10M)

Private family businesses, tech startups, manufacturers, distributors. Required by investors, banks and potential acquirers in mergers and acquisitions.

🤝

Multi-Shareholder Companies

Increased risk of minority shareholder lawsuits for abuse of rights, dilution or contested decisions. The DO pays the legal fees even in the event of an unfounded lawsuit.

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Not-for-Profit Organizations and Foundations

Volunteer directors of not-for-profit organizations, charitable foundations, joint boards — exposed to claims from employees, beneficiaries or donors.

Types of Claims Covered

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Shareholder Claims

Fraud, misrepresentations in financial statements, decisions that diminish the value of the share, conflicts of interest, dilution, related party transactions.

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Employee Lawsuits (EPL)

Wrongful dismissal, discrimination, harassment, reprisals, non-compliance with labour standards in Quebec. Included via EPL (Employment Practices Liability) extension.

🏛️

Regulatory Investigations

AMF, Revenu Québec, CRA, CNESST, OQLF, CRTC — defence costs in administrative investigations, even if no formal charges are laid.

📑

Fiduciary breach

Negligence in management, decision-making without due diligence, failure to inform shareholders, failure to adequately supervise management.

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Bankruptcy and insolvency

Creditor claims, trustee in bankruptcy, allegations of insolvency fraud, preferential payment, retention of assets during a restructuring.

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Defamation and reputation

Defamation, damage to professional reputation, statements made as an officer, public statements, social media, interviews with journalists.

Side Structure A, B, C Explained

Side A — Personal protection of the director

Directly covers the director/officer when the company can NOT compensate them (insolvency, legal prohibition, denial of compensation). Protects your home, RRSP, savings.

Side B — Business Reimbursement

Reimburses the company when it indemnifies its executives — indemnification contracts, advances on legal fees, out-of-court settlements.

Side C — Entity Coverage

Directly protects the company from securities claims — primarily for public or reporting companies.

💡

SME: the largest is Side A

For private SMEs, Side A is crucial : if your company goes bankrupt, it won’t be able to compensate you — and your personal assets are then directly exposed. Specialized lawyers recommend a dedicated Side A limit of at least $1 million to $2 million in addition to the general limit.

DO Quebec Insurance Rates 2026

Entity	Type	Revenues	Recommended
NPO (non-profit organization)	Less than $1 million	$1M	$750 to $1,800
Private SME (small)	$1 million to $5 million	$1 to $3 million	$1,800 to $4,500
Private SME (medium)	$5 million to $25 million	$3 million to $10 million	$4,500 to $12,000
Tech/startup with investors	Variable (VC)	$3 million to $10 million	$3,500 to $15,000

*Indicative rates 2026 — vary by sector, history, governance. Exact quote in 3 minutes.

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Typical exclusions to be aware of

DO policies typically exclude: proven intentional fraud, illegal personal gains, confirmed criminal acts, criminal fines (different from civil penalties), insider vs. insider claims (except extension), and events prior to the effective date. Check each clause with your Assur360 broker.

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Regions served in Quebec

Assur360 advises directors and officers throughout Quebec — Montreal, Quebec City, Laval, Gatineau, Sherbrooke, Trois-Rivières, Saguenay, Thetford Mines, Longueuil, Drummondville, Rimouski, Lévis. Our commercial brokers work with specialized insurers (Chubb, AIG, Liberty, Travelers, Intact) to build DO policies adapted to Quebec SMEs in all sectors — manufacturing, tech, services, tourism, NPOs.

Frequently Asked Questions — DO Insurance

What exactly is DO insurance?

Directors & Officers (DO) insurance covers directors and officers personally against claims arising out of their acts, errors or omissions in the performance of their duties. It pays the costs of legal defence, settlements and judgments. It is a separate protection from the company’s commercial liability.

Does a volunteer NPO director need DO?

Absolutely. A volunteer director is personally liable in the same way as a paid director. Non-profit organizations face claims from employees (dismissal, harassment), beneficiaries, or donors. A limit of $1 million with a bonus of $750 to $1,800 is a minimum.

Does DO cover wrongful dismissal claims?

Yes, via the EPL (Employment Practices Liability) extension — usually included or addable to the DO policy. It covers wrongful dismissal, discrimination, harassment, reprisals, and non-compliance with labour standards in Quebec. This is one of the most common sources of complaints for SMEs.

Does my indemnity contract replace the DO?

No. A contract to indemnify the company is a contractual promise — but if the company goes bankrupt or is legally unable to pay, you’re overdrawn. DO Side A compensates directly, even if the company cannot.

How long does the protection go back (retroactively)?

DO policies operate in claims-made mode: the claim must be reported during the coverage period. The retroactive date limits which acts are covered — ideally “unlimited” or “since the foundation of the company”. If you are leaving a position, consider a 3-6 year tail clause (extension run-off) for late claims.

Is fraud or theft by a director covered?

No. Proven intentional fraud, illegal personal gain and criminal acts are excluded. On the other hand, defence costs are often advanced until the final decision — this is a major safeguard against unfounded accusations.

What is the tail (run-off) clause?

If you sell your business or leave a position, the tail clause maintains coverage for claims arising from your previous retainer, reported after departure. Usually 3-6 years. Essential when selling or retiring.

How much does a DO policy cost for a $5 million SME?

For a private SME with $5 million in revenues, count $2,500 to $6,000 per year for a limit of $3 million (Side A/B/C included, EPL included). The price varies depending on the sector, governance, claims history and shareholder structure.

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Last updated: June 26, 2026