A Guide to Federal and Provincial Annual Return Requirements for Canadian Corporations

In Canada, corporations play a vital role in the economy, contributing to job creation and economic growth. To ensure transparency, accountability, and regulatory compliance, both federal and provincial governments require corporations to prepare and file annual returns. These returns serve as a comprehensive snapshot of a corporation’s activities and governance structure. In this blog, we’ll explore the requirements for preparing and filing annual returns for Canadian corporations at both the federal and provincial levels, referencing relevant statutes along the way.

Federal Annual Return Requirements

Federal corporations in Canada are primarily governed by the Canada Business Corporations Act (CBCA). Under the CBCA, corporations are required to file an annual return with Corporations Canada, the federal agency responsible for administering federal corporate laws. Here are the key details you should be aware of:

Filing Deadline: The annual return must be filed within 60 days of the corporation’s anniversary date. The anniversary date is the date the corporation was initially incorporated.

Contents of the Annual Return:

• The name of the corporation and corporation number
• The registered office address of the corporation
• The mailing address of the corporation
• The names and addresses of all of the directors and officers of the corporation
• Whether the corporation is a distributing or non-distributing corporation (i.e., public or private)
• The date of the last annual meeting or of the written resolution in lieu of a meeting
• The effective date of changes to the above information, if applicable

Provincial (Ontario) Annual Return Requirements

Ontario corporations are governed by the Ontario Business Corporations Act (the “OBCA”). The annual return for Ontario corporations is filed with the Ontario government. Here’s what you need to know:

Filing Deadline: The annual return must be filed within six months of the fiscal year-end date of the corporation. The fiscal year-end date is determined by the corporation and is not tied to the anniversary of incorporation.

Contents of the Annual Return:

• The name of the corporation and corporation number
• The address of the registered office in Ontario
• The mailing address, if different from the registered office address
• The names and addresses of all of the directors and officers
• The official email address for the corporation

In addition to the OBCA, Ontario corporations must also comply with the Ontario Corporations Information Act. This Act requires corporations to maintain accurate and up-to-date corporate records, including those related to their directors and officers.

Filing Fees & Consequences of Non-Compliance

Filing Fees (Federal & Provincial):

Both federal and Ontario corporations may be subject to filing fees when submitting their annual returns. These fees can vary depending on the type and size of the corporation.

Consequences of Non-Compliance (Federal and Provincial):

Failure to file the annual return within the prescribed deadlines can have serious consequences, including fines, penalties, and potential dissolution of the corporation. It’s essential to stay informed and meet all filing requirements to maintain good standing.

Conclusion

In Canada, both federal and provincial corporations are required to file annual returns to remain in compliance with the law. The specific requirements and deadlines may vary depending on whether the corporation is federal or provincial. Staying on top of these requirements is vital to avoid potential legal issues and maintain good standing with government authorities.

If you require assistance with filing your annual return, our Business Law Group would be happy to help.

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