Incorporating an Ontario corporation is not the last filing. Within 60 days, the corporation must also file an Initial Return with the Ontario Business Registry. It is short, it costs nothing in government fees, and it is easy to forget, because nothing reminds you once the Articles of Incorporation come back endorsed.
What the Initial Return is
The Initial Return is a one-time filing under Ontario's Corporations Information Act. It puts the corporation's basic information on the public record: where its registered office is, who its directors and officers are, and what it does. It is not a tax return. The corporation's filings with the CRA are entirely separate.
Who has to file it
Every corporation incorporated, amalgamated or continued under Ontario law must file an Initial Return. That includes a corporation that has just been incorporated under the Ontario Business Corporations Act, two or more corporations that have amalgamated into one, and a corporation that has moved into Ontario from another jurisdiction by continuance.
This guide covers Ontario corporations only. A federal corporation files its annual return with Corporations Canada, and Ontario's rules for corporations incorporated outside Ontario are separate from the Initial Return described here. The Articles or Certificate show which statute the corporation was created under.
The deadline: 60 days
Section 2 of the Corporations Information Act requires the Initial Return within 60 days after the date of incorporation, amalgamation or continuation. That date is the one shown on the Articles. The 60 days run from that date, not from the day the corporation opens a bank account or starts doing business.
What goes on the return
The return reports the corporation's information as it stands on the day it is filed. Have this ready before you start:
- The corporation's exact name, its Ontario corporation number and its date of incorporation, as shown on the Articles.
- The registered office address, and a mailing address if it is different.
- Every current director and officer, with their address and, for officers, their position, such as president or secretary.
- The corporation's principal business activity.
The directors listed should match the people actually elected or named in the Articles, and the officers should match those the directors appointed. If the corporation's records and the return disagree, fix the records first, because the return becomes the public version of them.
How to file it
The Initial Return is filed online through the Ontario Business Registry. The filer enters the corporation's details, reviews the information, and submits the return. There is no government fee: ServiceOntario charges $0 for the Initial Return, the same as for a Notice of Change and the annual return.
Keep a copy of the filed return with the corporation's records. The minute book is the natural place for it, alongside the Articles, the by-laws and the organizational resolutions.
Initial Return, annual return and Notice of Change
Ontario has three filings under the Corporations Information Act, and they are easy to confuse. The Initial Return comes first and only once. After that, changes and yearly confirmations are handled by the other two.
| Filing | When | Government fee |
|---|---|---|
| Initial Return | Once, within 60 days of incorporation, amalgamation or continuation | $0 |
| Notice of Change | Within 15 days after any change to the information on file | $0 |
| Annual return | Every year after that | $0 |
A new director, a departing officer or a new registered office address each calls for a Notice of Change. For how the yearly filing works, including its deadline, see our guide on corporate annual returns in Canada.
If the Initial Return is not filed
Missing the deadline does not cancel the obligation. Under section 241 of the Ontario Business Corporations Act, the Director can give notice to a corporation that has not complied with a filing requirement under the Corporations Information Act. If the corporation still does not comply within 90 days of that notice, the Director can order it dissolved. A late Initial Return is still worth filing as soon as the gap is noticed.
Getting it done
If Korporex incorporated your Ontario corporation, the Initial Return is already part of the package. If you incorporated on your own, Korporex can file your Ontario Initial Return for you from the information you provide. Still planning the incorporation itself? Start with our guide to incorporating in Ontario, and if the corporation has no minute book yet, see what goes into a corporate minute book.
Korporex is not a law firm and this guide is general information, not legal advice. For questions about your corporation's specific situation, consult a lawyer or accountant.
Frequently asked questions
When is the Ontario Initial Return due?+
Within 60 days after the date of incorporation, amalgamation or continuation, under section 2 of the Corporations Information Act. The date is the one shown on the Articles.
How much does it cost to file an Initial Return in Ontario?+
Nothing in government fees. ServiceOntario charges $0 for the Initial Return. A filing service charges its own fee for preparing and submitting it.
Is the Initial Return the same as the annual return?+
No. The Initial Return is filed once, shortly after incorporation. The annual return is filed every year afterwards to confirm or update the corporation's information.
Do I need to file a Notice of Change after the Initial Return?+
Only when something changes. A Notice of Change is due within 15 days after any change to the information on file, such as a new director or a new registered office address.
What happens if I never file the Initial Return?+
Under section 241 of the Ontario Business Corporations Act, the Director can give notice of the default, and if the corporation does not comply within 90 days, the Director can order it dissolved.