Plenty of small-business owners in Brampton learn about annual returns the hard way, when a lender, landlord or buyer pulls a corporate profile and finds an old address, a director who left years ago, or a status nobody expected. The owner often assumed the accountant was handling it. The accountant assumed the owner was. Nobody did anything wrong on purpose, and the filing simply slid.
The good news is that corporate filings are among the easier legal chores. They are short, mostly online, and inexpensive or free. The difficulty is that several different filings go to several different government bodies, and they follow different calendars. Once you can see which is which, a one-page schedule can keep your company in good standing for years.
Please treat this as general information, not legal advice about your corporation. Filing rules are revised from time to time, so confirm current requirements with the Ontario Business Registry or Corporations Canada before relying on a date.
First Question: Where Is Your Corporation Incorporated?
Your filing obligations depend on the statute your corporation lives under, and a business operating in Brampton might be either of these:
- An Ontario corporation, incorporated under Ontario’s Business Corporations Act (OBCA), which files information through the Ontario Business Registry.
- A federal corporation, incorporated under the Canada Business Corporations Act (CBCA), which files annual returns with Corporations Canada.
Your articles or certificate of incorporation will tell you which one you have. Do not guess based on where your office is. A company on Queen Street can be federal, and a federal company generally has Ontario information-reporting obligations too if it carries on business here. If you hold a federal certificate and operate in Ontario, ask whether your Ontario filing record is up to date as well, because it is one of the things owners tend to overlook.
The Ontario Annual Return
Under the Corporations Information Act, an Ontario corporation must file an annual return through the Ontario Business Registry within six months of its fiscal year-end. The province’s published service table lists the online annual return at no government fee, although a lawyer or filing service may charge for handling it.
A return is a confirmation of the information on the public record: the corporation’s name, its registered office and mailing address, its directors and its officers. It is not a tax return. It does not report revenue or profit. Canada Revenue Agency stopped accepting these returns for the province some years ago, so older advice that “it goes in with the T2” is out of date. They now go straight into the registry.
Three practical points make filing go smoothly:
The company key. This is a nine-digit code unique to your corporation, and each registry transaction needs it. If you have never seen yours, you can request it from the province. It goes to the email on file or by mail to a recorded address, so an old address can cause real delay. Treat the key as confidential.
The fiscal year-end date. The deadline runs from the year-end, so you need to know what it actually is. Many small corporations picked a date years ago that does not fall on December 31. Check the most recent T2 or ask your accountant.
Authority to file. You may file it yourself or authorize an intermediary such as a lawyer or accountant, who would need your company key and delegated authority in the registry.
The Federal Annual Return
A CBCA corporation must file an annual return with Corporations Canada within 60 days of its anniversary date. The anniversary is the month and day on which it was created or first came under the federal Act. No return is needed for the first year after it was incorporated, amalgamated or continued. The online filing fee is listed by Corporations Canada at $12.
Federal corporations must also file information about individuals with significant control with Corporations Canada, at the same time as the annual return, and the corporation must keep its own register too. This differs from the Ontario model: an Ontario corporation generally keeps its register privately rather than filing it with the province.
Notice the different trigger. Ontario works from fiscal year-end, while federal returns work from the anniversary of incorporation. A company that has moved from one jurisdiction to the other, or owners who run one of each, can get caught out by assuming they match.
Filings Triggered by Events
Not everything happens on an annual cycle. Some filings are due because something changed, and these are the ones most often forgotten.
Initial return. After an Ontario corporation is incorporated, amalgamated or continued into the province, an initial return is due within 60 days. Owners sometimes assume incorporation itself covered this.
Notice of change. Ontario requires changes to filed information, such as a director’s resignation, a new officer, or a move of the registered office, to be reported within 15 days. Do it the day of the change if possible. A director who has left and still appears on the public record may have trouble later showing when they actually left.
Articles of amendment. Changing the corporate name, altering share structure, or changing the articles more generally requires articles of amendment, not just an updated form. A shareholder resolution usually has to come first.
Federal changes. The CBCA has its own forms for changes to directors and the registered office, with similarly short timelines, so check Corporations Canada’s list when anything moves.
Business name registrations. If your corporation operates under a name other than its full corporate name, for example, a numbered company trading as “Peel Mobile Detailing,” that name generally must be registered under Ontario’s Business Names Act. Registrations expire after five years and must be renewed. This is entirely separate from the annual return, and a corporate return will not keep a business name alive.
Filings That Are Not Corporate Filings
Owners sometimes lump every government deadline together. It helps to separate these, because a different person often handles them, and because being current on one says nothing about the other:
- T2 corporate income tax return, generally due six months after year-end, filed with the Canada Revenue Agency
- GST/HST returns, on a reporting period assigned by the CRA
- Payroll remittances and T4 slips, if you have employees
- WSIB premiums and reports, where coverage applies
The coincidence that the T2 and the Ontario annual return can share a six-month target is actually helpful. Link them. When your accountant finalizes the T2, have someone confirm the annual return has been filed too.
Then there are internal records. Filing an annual return does not replace your annual shareholder and director resolutions, financial statement approvals, or registers in the minute book. A corporation can be perfectly current at the registry and still have a minute book that would alarm a buyer.
What Happens When You Fall Behind
The first consequence is usually practical rather than dramatic. Banks and lenders typically want a clean corporate profile. A landlord, franchisor or major customer may ask for one before signing. Lawyers acting for a buyer will order one on day one of due diligence. Stale information creates questions and delay at the moment you least want them.
The serious consequence is dissolution.
For Ontario corporations, the OBCA allows the Director to give notice that a corporation will be dissolved unless it complies with its filing requirements under the Corporations Information Act within a stated period, and then cancel the certificate of incorporation. Notices of this sort are published in the Ontario Gazette, which few business owners read. Failing to file can also be an offence under the Corporations Information Act.
Federally, Corporations Canada says a corporation that fails to file may be dissolved, and its stated policy is to dissolve only after two years of non-filing, following a final notice with an additional 120 days to file. It warns that dissolution can leave a corporation without legal capacity to carry on business.
A dissolved corporation is not a minor technicality. Depending on the circumstances, property held by a dissolved Ontario corporation can forfeit to the Crown, and people who continue to run it may find their personal liability questioned because they have been acting for an entity that does not exist. Contracts, insurance, bank accounts, and any lawsuit the company is involved in may all be affected.
Getting Back on Track
If you suspect your company has lapsed, take these steps in order:
- Order a current corporate profile report from the Ontario Business Registry, or look up the corporation in Corporations Canada’s federal database, to confirm actual status.
- Find your company key, or request a replacement.
- Gather the true list of directors, officers and addresses, with dates of change.
- File overdue returns and notices.
- If the corporation has been dissolved, get legal advice about revival promptly, before signing anything else in its name.
Ontario law provides for revival, and articles of revival or a similar process can restore a cancelled corporation in appropriate cases. Federal law also has a revival process, though Corporations Canada cautions it is not always available. Timing, name availability, tax clearance and the fate of assets in the interim all need attention. Do not simply file and assume it is fixed. And do not start a fresh corporation with the same name in the hope of carrying on as though nothing happened, because ownership of assets and contracts may then be uncertain.
A One-Page Schedule You Can Actually Keep
Create a single page, saved where both you and your bookkeeper can find it. List your corporation’s full legal name, its number, whether it is Ontario or federal, its fiscal year-end, its anniversary date, and where the company key is kept. Then add recurring reminders:
- Ontario corporations: annual return, before the six-month mark after year-end, with a reminder set at four months so there is time to deal with a missing company key
- Federal corporations: annual return and significant-control filing, right after the anniversary
- Any business name: renewal date, which falls every five years
- Every corporation: a yearly check of the corporate profile against reality
Add a rule for change events: when anyone joins or leaves the board, changes roles, or the company moves, the filing happens that week. Also decide who owns this task by name, because “the accountant, I think” is how filings go missing.
If your corporation is about to be sold, financed or restructured, do this review before the process starts, not during it. Our corporate law team can review records and bring filings current, and information about how we serve local businesses is on our Brampton service area page. Most of the time, a few short filings are enough to close the gap.