Every corporation subject to the Canada Business Corporations Act (CBCA) must file an annual return with Corporations Canada every year. The following information:
- explains why you need to file an annual return
- tells you when to file
- warns about the consequences of not filing.
Do I have to file an annual return?
You have to file an annual return if your corporation’s legal status with Corporations Canada is “active” (that is not dissolved, discontinued or amalgamated with another corporation). You can find the status of your corporation by using the Corporations Canada online database.
This is not your income tax return. This is a corporate law requirement. It is completely separate from any filing obligations you may have with the Canada Revenue Agency (CRA).
What is the deadline for filing my annual return?
The deadline for filing an annual return is within the 60 days following a corporation’s anniversary date. The anniversary date is the date your corporation incorporated, amalgamated or continued under the CBCA. You do not file for the year the corporation was incorporated, amalgamated or continued.
The date can be found on your corporation’s Certificate of Incorporation, Amalgamation or Continuance. You can also find your anniversary date on Corporations Canada’s online database.
How do I file an annual return?
You have two options:
- use the Corporations CanadaOnline Filing Centre; or
- completeForm 22 – Annual Return and follow the filing instructions on the form.
Why do I have to file an annual return?
In addition to being a requirement under the CBCA, the information you provide on the annual return helps keep the Corporations Canada’s database of federal business corporations up to date. This information is available to the public through our website. It lets investors, consumers, financial institutions and many others make informed decisions about your corporation.
If I am not currently operating my corporation, do I still have to file?
If your corporation’s legal status is “active” (that is not dissolved, discontinued or amalgamated with another corporation), you are still obligated to file. You can find the status of your corporation by using the Corporations Canada online database.
If you are no longer operating the corporation and want to dissolve your corporation (that is legally terminate its existence), refer to Dissolving a Business Corporation.
If my corporation is small, do I still have to file every year?
Yes. Big or small, every corporation is legally obligated to file. It is important that we have accurate and up to date information about every corporation.
What if we did not hold an annual meeting of shareholders?
The CBCA requires that all corporations, big and small, hold at least one annual meeting of shareholders every year. At this meeting, the shareholders are required to:
- consider the financial statements
- consider the auditor’s report, if any
- appoint the auditor, if required
- elect directors, if necessary.
For corporations with only one or a few shareholders, it may be more practical to prepare a written resolution rather than to hold a formal meeting. A written resolution is a written record of decisions made that is signed by all of the shareholders entitled to vote. If you use a written resolution instead of holding an annual meeting, provide the date the resolution was signed on the annual return.
What if I am late filing my annual return?
If you do not file your annual return on time, the status of your corporation’s annual filings in our online database of federal corporations will be displayed as “overdue” and your corporation will not be able to obtain a Certificate of Compliance.
Can I file early (before my anniversary date)?
No. The information on the annual return must reflect the corporation’s situation on its anniversary date of each year of filing. For example, if your corporation was incorporated under the CBCA on July 12, the annual return is due within 60 days of July 12 the next year and every year after that. The information appearing on the return should reflect the corporation’s situation on July 12 of each year of filing.
If you file the annual return before the anniversary date, it will not be accepted.
How will I know when it is time to file?
Corporations Canada will send a personalized reminder notice when your annual return is due to be filed. If you do not file on time, we will send a default notice approximately 90 days after your anniversary date.
The reminder notice and default notice will be sent by email if you have subscribed to our Annual Return Reminder Emails service. If you have not subscribed to this service, you will receive these notices by post at either the corporation’s registered office address or at any additional address you may have provided to Corporations Canada.
Remember to report any change of registered office or additional address information and to update any Email address so that you are sure to receive these notices.
What if I don’t file?
Your corporation may be dissolved if it fails to file its annual returns. We have an obligation to make sure that corporate information is up to date. If your corporation is not filing its annual returns, we will assume that it is not operating and we will take steps to dissolve it (that is legally end its existence). Dissolution can have serious repercussions, including not having the legal capacity to conduct business.
We do recognize that some corporations, especially small businesses, may not always be aware of these filing requirements. So, while the law allows us to dissolve a corporation after one year of non-filing, it is our policy to only dissolve a corporation when it has not filed for two years. Also, if your corporation is in danger of being dissolved, we will send a final notice warning of the pending dissolution and providing an additional 120 days to file the required annual returns. This final notice will be sent by post to all valid addresses we have on file (including current directors’ addresses). Also, the name of the corporation to be dissolved will be published in the Corporations Canada Monthly Transactions.
Original Resource: Government of Canada