Annual Returns and Ongoing Compliance for Ontario Corporations
Incorporating is only the start. Ontario corporations have annual and event-driven obligations. Missing them can lead to penalties, loss of good standing and even dissolution by the province.
- Ontario corporations must file an annual return under the Corporations Information Act, generally together with their corporate income tax return.
- Changes to directors, officers or the registered office must be reported within 15 days.
- The minute book, registers and resolutions must be kept up to date.
- A corporation that does not keep up can lose good standing, and can eventually be dissolved.
The annual return
Under the Corporations Information Act, corporations file an annual return with basic information about the corporation, its directors and officers and its registered office. For most corporations the annual return is filed together with the T2 corporate income tax return, using the Ontario schedule for that purpose. Check the current method and form with the government or your accountant.
Notices of change
- A change of directors or officers, including names and addresses, must be reported within 15 days.
- A change to the registered office address must also be reported.
- A change of name, or amalgamation, has its own filing.
- A director's or officer's resignation is reported through the same notice of change.
The minute book
- Articles of incorporation, by-laws and any shareholder agreement.
- Registers of directors, officers, shareholders and securities transfers.
- Minutes of directors' and shareholders' meetings, or written resolutions.
- Annual resolutions, such as approving financial statements, electing directors and appointing an auditor or opting out of an audit if allowed.
- Director and shareholder consents.
Other ongoing duties
- Prepare annual financial statements and approve them.
- File corporate tax returns and remit payroll, HST and other source deductions on time.
- Hold annual shareholder meetings, or sign written resolutions in place of them.
- Keep the registers current whenever shares are issued or transferred.
If you have fallen behind
- Check the corporation's status with a corporate search.
- File any missing returns and notices, and pay any fees due.
- Bring the minute book and resolutions up to date, and document past decisions with proper approvals.
- If the corporation was dissolved, ask about revival, which has its own process and cost.
Common questions
Do inactive corporations still file?
Generally yes. A corporation that is not carrying on business still has filing obligations until it is dissolved.
Can a paralegal help with corporate filings?
Yes. Licensed paralegals can assist with many corporate registrations and filings. Complex corporate and tax advice is for lawyers and accountants.
This guide is general information for people in Ontario, not legal advice. Rules, forms and deadlines change, and every situation is different. Check the current rule or speak to a licensed legal professional before you act.
Not sure where you stand? A licensed paralegal can look at your documents and tell you your options.
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