Running a corporation involves more than just making sales and managing operations; it requires staying on top of ongoing legal compliance. One of the most critical—yet frequently overlooked—obligations for business owners is filing the Annual Return.
Many business owners assume that filing their taxes is enough to keep their company active. It is not. Failing to file your Annual Return can lead to administrative dissolution, meaning the government could legally close your business.
At CoLex Legal, we know that administrative hurdles can be distracting. This guide breaks down exactly what you need to know to keep your Federal (CBCA) or Ontario (OBCA) corporation in good standing.
What is an Annual Return?
An Annual Return is a mandatory corporate filing that confirms your corporation still exists and updates the government registry with current information (such as your address and directors).
Crucial Distinction: An Annual Return is not the same as an Income Tax Return.
- Tax Return: Filed with the CRA to report income and calculate taxes.
- Annual Return: Filed with the corporate registry (Corporations Canada or Ontario Business Registry) to maintain your legal status.
1. Federal Corporations (CBCA)
Governing Act: Canada Business Corporations Act (CBCA)
If your business is federally incorporated, you are dealing with Corporations Canada.
The Deadline
You must file your Annual Return within 60 days of your corporation's anniversary date (the date you incorporated).
How to File
Filings are done through the Corporations Canada Online Filing Centre. To access your profile for the first time, you will need your Corporation Key.
What Information is Required?
- The year of the return.
- Date of the last annual shareholders’ meeting.
- Type of corporation (distributing vs. non-distributing).
- Number of shareholders (for non-distributing corporations).
Consequences of Non-Compliance
If you miss this filing, Corporations Canada has the power to dissolve your corporation under section 212(1) of the CBCA. This ceases your legal existence, which can freeze bank accounts and invalidate contracts.
2. Ontario Corporations (OBCA/CIA)
Governing Acts: Corporations Information Act (CIA) and Ontario Business Corporations Act (OBCA)
If your business was incorporated provincially in Ontario, or if you carry on business in Ontario, the rules are slightly different.
The Deadline
Unlike federal corporations, Ontario corporations must file their Annual Return within the same period they are required to file their tax return for the most recently completed taxation year.
How to File
Filings must be submitted through the Ontario Business Registry (OBR). To access your profile, you will need a Company Key.
What Information is Required?
- The year of the return.
- Any changes to the registered office address.
- Updates to the Board of Directors (appointments or resignations).
- Updates to Officers (appointments or resignations).
Consequences of Non-Compliance
Failure to file is serious. Under section 241 of the OBCA, the Ontario government may cancel your certificate of incorporation (dissolve the company). Additionally, under the CIA, the corporation and its directors can face fines of up to $2,000.
Summary: Federal vs. Ontario Deadlines
| Feature | Federal (CBCA) | Ontario (OBCA) |
| Where to File | Online Filing Centre | Ontario Business Registry (OBR) |
| Access Key | Corporation Key | Company Key |
| Deadline | 60 days after anniversary date | Due with your Tax Return filing period |
| Risk | Dissolution | 60 days after the anniversary date |
Key Takeaways
- Filing annual returns is a legal requirement for all business corporations.
- Filing obligations and deadlines depend on the legislation governing the corporation.
- Failure to file may result in fines or the dissolution of the corporation.
- Annual returns are separate from income tax returns.
How CoLex Legal Can Help
Keeping track of deadlines, managing Company Keys, and navigating the Ontario Business Registry can be tedious and prone to error. At CoLex Legal, we act as the registered records office for many corporations, ensuring these filings are done correctly and on time, every year.
Don’t risk the dissolution of your hard work.
If you are unsure whether your Annual Returns are up to date or need help reviving a dissolved corporation, please reach out to us.
Contact Us
- Phone: 613-558-5363
- Website: www.colexlegal.com
Disclaimer: This article does not constitute legal advice or a legal opinion. Please contact us for advice specific to your circumstances.