Corporate Annual Returns in Canada: A Complete Guide

A corporate annual return is a short yearly filing that confirms a corporation's basic information with the registry that governs it. In Canada, federal corporations file with Corporations Canada within 60 days after the anniversary of their incorporation, for a $12 online fee. Ontario corporations file with the Ontario Business Registry within six months after the end of their fiscal year, and there is no government fee. The return is mandatory every year, even for a corporation with no activity, and failing to file can eventually lead to the corporation being dissolved.

What an annual return is, and what it is not

An annual return confirms that the information on file about the corporation (registered office address, directors, officers, and in some provinces shareholders) is still accurate. It is a corporate law obligation, not a tax one. For a federal corporation, the obligation comes from the Canada Business Corporations Act (CBCA). For an Ontario corporation, it comes from the Corporations Information Act. Every active corporation must file one each year, including a holding company that only holds investments and a corporation that earned no revenue at all.

The annual return is not the T2 Corporation Income Tax Return. The T2 reports the corporation's income and calculates its tax, and it goes to the Canada Revenue Agency, generally within six months after the end of the tax year. The annual return goes to the corporate registry and says nothing about income. Filing one does not satisfy the other. A corporation can be fully up to date with the CRA and still be at risk of dissolution because its annual returns are overdue, and the reverse is also true.

The annual return is also not the same thing as your annual resolutions. The return tells the government that the corporation still exists and that its public information is correct. Annual resolutions are internal decisions of the directors and shareholders, such as approving the financial statements and electing directors, and they are kept in the corporate minute book rather than filed with the registry. A well-maintained corporation does both every year.

Federal corporations: the CBCA annual return

A corporation incorporated under the CBCA files its annual return with Corporations Canada, online through the Online Filing Centre. The return is due within the 60 days following the corporation's anniversary date. The anniversary date is the month and day on which the corporation was incorporated, amalgamated or continued under the CBCA. For example, a corporation incorporated on March 10 files each year in the 60 days that follow March 10, so its window closes in early May.

• Filed with: Corporations Canada, through the Online Filing Centre.
• Due: within 60 days following the anniversary of incorporation, amalgamation or continuance.
• Government fee: $12 when filed online.
• Filed at the same time: information on the corporation's individuals with significant control (ISC).
• Access: the person filing needs access to the corporation's online account, usually through its corporation key.

You cannot file the federal return early. Corporations Canada requires the information to reflect the corporation's situation on its anniversary date, so the filing window opens on the anniversary itself. Before you start, have two facts ready: the date of the corporation's last annual meeting of shareholders (or the written resolutions signed in place of a meeting) and whether the corporation is distributing or non-distributing. Almost every small private corporation is non-distributing.

Since January 22, 2024, CBCA corporations must also file information about their individuals with significant control at the same time as the annual return. This information comes from the register of individuals with significant control that federal corporations are already required to keep, so an up-to-date register makes the filing quick.

The annual return is not the place to report a new director or a move. A change in the board of directors, or in a director's address, must be reported to Corporations Canada within 15 days (Form 6), and a change of registered office address must also be reported within 15 days (Form 3). If those notices are current, the annual return is usually a matter of confirming what is already on file. You can file the federal annual return yourself or have Korporex prepare and submit your federal annual return for you.

Ontario corporations: the Corporations Information Act annual return

Corporations incorporated under the Ontario Business Corporations Act file an annual return under the Corporations Information Act. Since October 2021, the return is filed directly with the ministry through the Ontario Business Registry. Before that, most Ontario corporations filed it together with their T2 through the CRA. The CRA stopped accepting Ontario annual returns for returns due after October 18, 2021, so filing your T2 no longer takes care of it. This is the single most common reason Ontario corporations fall behind: owners who relied on their accountant's tax filing assume the annual return is still included, and it is not.

• Filed with: the Ontario ministry, through the Ontario Business Registry.
• Due: within six months after the end of the corporation's fiscal year.
• Government fee: none. The return is free to file, but it is still mandatory.
• Access: every filing in the Ontario Business Registry requires the corporation's company key, a 9-digit code unique to the business.
• Non-filing can lead to cancellation of the corporation's certificate of incorporation, which dissolves the corporation.

Because the Ontario deadline runs from the fiscal year-end rather than the incorporation anniversary, a corporation with a December 31 year-end has until June 30 of the following year. The return confirms the corporation's information on the public record, such as its registered office address and its directors and officers. Keep the official email address on the registry current as well, since that is where the ministry sends its notices. As with federal corporations, changes are meant to be reported as they happen: in Ontario, a notice of change is due within 15 days of the change.

The annual return is separate from the initial return that a new Ontario corporation files within 60 days after incorporating. If you incorporated recently, file the Ontario initial return first, and the annual return follows after your first fiscal year-end. Korporex can file your Ontario annual return through the Ontario Business Registry. For the full picture of starting a corporation in the province, see our guide to incorporating in Ontario.

Federal and Ontario annual returns compared

Whether a corporation is federal or provincial is decided at incorporation, and it determines which of these two regimes applies for the life of the corporation. If you are still choosing, our guide to federal versus provincial incorporation compares the two routes. Your corporation number, which you use to look up and file for the corporation, is also different from the business number the CRA assigns.

Other provinces in brief

Every province has its own version of the annual filing, with its own name and deadline. A few examples:

• British Columbia: a BC company files an annual report within two months after its anniversary date. The registrar may dissolve a company that fails to file in each of two consecutive years.
• Alberta: a corporation files an annual return with the Corporate Registry no later than the last day of the month after its anniversary month. A corporation that does not file may be dissolved.
• Quebec: every registered enterprise files an annual updating declaration with the Registraire des entreprises, whether or not anything has changed. Failing to file two consecutive declarations can lead to the registration being cancelled.

If your corporation is registered extra-provincially in another province, check that province's rules too. Some provinces require an annual filing from extra-provincial corporations as well as from their own. British Columbia, for instance, has a separate annual report for extraprovincial companies.

What happens if you miss a filing

Federally, the consequences build in stages. As soon as the 60-day window passes, the corporation's annual filings show as overdue in Corporations Canada's public database, which anyone can search. While the filings are overdue, the corporation cannot obtain a certificate of compliance, the document banks, lenders and buyers often ask for. The CBCA allows Corporations Canada to dissolve a corporation after one year of non-filing. Its current policy is to dissolve only after two years without a return, and before doing so it sends a final notice that gives the corporation an additional 120 days to file.

In Ontario, section 241 of the Business Corporations Act allows a corporation to be dissolved when it fails to comply with a filing requirement under the Corporations Information Act. Notices go to the registered office address on the public record, and a notice of default may be published in The Ontario Gazette. If the corporation does not come into compliance, its certificate of incorporation is cancelled and the corporation is dissolved.

Dissolution is serious. A dissolved corporation no longer exists as a legal entity. Its name can become available to others, its contracts and property rights enter a legal grey zone, and the people who keep doing business in its name can face personal exposure. A voluntary dissolution is a separate, deliberate process, described in our guide on how to dissolve a corporation in Ontario; dissolution for default is the result of missed filings, even ones that are free or cost $12.

How to fix a missed annual return

If the corporation has not yet been dissolved, the fix is simple: file every overdue return as soon as possible. Federally, each overdue year is filed with its own fee, and the status returns to normal once the filings are complete. In Ontario, the overdue returns are filed through the Ontario Business Registry. If you have received a notice warning of dissolution, act within the period it gives you, and do not assume a missed notice means no deadline: notices go to the address on the public record, which is one more reason to keep that address current.

If the corporation has already been dissolved, it can usually be revived. Federally, any interested person, such as a shareholder, director or creditor, may apply for revival by filing Articles of Revival (Form 15) with a non-refundable government fee. Once revived, the corporation must file its annual returns for the two most current years, and its rights and obligations are restored as if it had not been dissolved. In Ontario, a corporation dissolved under section 241 may be revived on the application of any interested person, as long as no more than 20 years have passed since the dissolution, and the outstanding filings must be brought up to date. Korporex can prepare and file a revival with either registry.

The annual return and your minute book

The annual return is the public half of yearly compliance. The private half is the annual business of the corporation, recorded in its minute book. Under the CBCA, the directors must call an annual meeting of shareholders no later than 15 months after the last one and no later than six months after the end of the financial year. Ontario corporations also hold an annual meeting each year. In a closely held corporation, the meeting is usually replaced by written resolutions signed by all shareholders entitled to vote, which have the same effect.

Those annual resolutions typically approve the financial statements, elect or confirm the directors, deal with the appointment of an auditor or the shareholders' consent to waive one, and confirm the officers. The date of that meeting or those resolutions is one of the facts the federal annual return asks for, so preparing the annual resolutions first makes the return easier. Korporex prepares federal annual resolutions and Ontario annual resolutions for the minute book.

Staying on top of it: a yearly compliance calendar

The most reliable approach is to put every recurring deadline in a calendar with a reminder 30 days in advance, and to keep a short checklist of whose information might have changed during the year: directors, officers, registered office, and for federal corporations, individuals with significant control. Filing the return itself usually takes less than ten minutes once you have those details in hand.

• Within 60 days after incorporation (Ontario corporations): file the initial return.
• Every year, within 60 days after the anniversary date (federal corporations): file the annual return and ISC information with Corporations Canada.
• Every year, within six months after the fiscal year-end (Ontario corporations): file the annual return through the Ontario Business Registry.
• Every year, generally within six months after the tax year-end: file the T2 with the CRA, separately from the annual return.
• Every year: hold the annual meeting or sign annual resolutions, and add them to the minute book.
• Within 15 days of any change: report new or departing directors, director address changes and registered office moves to the registry.
• Throughout the year (federal corporations): keep the register of individuals with significant control up to date.

If a deadline does slip, file the overdue return as soon as you notice. A late return filed before the registry starts the dissolution process is a minor administrative matter. A return that stays missing for years is what turns a routine filing into a revival application.

Frequently asked questions