Corporate Annual Return in Canada: Federal, Ontario, BC, Alberta

Corporate annual return in Canada: who files, when, and what it costs

A corporate annual return is a short yearly filing that keeps the corporation's directors, addresses and other basic details current on the public register. It is not a tax return: it goes to the registry the corporation was incorporated under, not the CRA, so filing the T2 does not file it. Every active federal, Ontario, BC and Alberta corporation files one each year, whether or not it had income. Federal, BC and Alberta due dates run from the incorporation anniversary, so the first comes after the first anniversary; Ontario's runs from the fiscal year-end.

Sources: Corporations Canada, Ontario notice, BC, Alberta, Alberta regulation, s. 24.

A case stops being simple when:

• a federal corporation is also registered in BC or Alberta, which can add a second annual filing there;
• one or more years were missed (often because reminders went to an old office or email), or a default or dissolution notice has arrived;
• the T2s for the same years were not filed either;
• the corporation has already been dissolved;
• the corporation is a Quebec corporation, which files a different annual declaration.

What to gather before filing:

• the certificate of incorporation (or amalgamation or continuance), which names the law the corporation is under and the date that sets its anniversary, and the corporation's fiscal year-end; a federal corporation's anniversary date and filing status also show in Corporations Canada's online database (policy);
• the filing credential: federal corporation key or account access, Ontario company key, BC Registry account or the access code on the BC reminder, or ID for an Alberta registry agent;
• current directors and their addresses, and the registered office address;
• for a federal corporation, the ISC register and the date of the last annual meeting or written shareholder resolution;
• for an Alberta corporation, the names, addresses and voting-share percentages of the top five shareholders.

Is the corporate annual return the same as the T2?

No. The annual return is a corporate-law filing that keeps the corporation active on the public register; the T2 is the income tax return sent to the CRA within six months after the tax year ends (CRA). Filing one never files the other.

Corporations Canada says the two are "fundamentally different" and that its annual return is completely separate from CRA filing obligations (Corporations Canada). Ontario corporations once could send the annual return through the CRA; the CRA no longer accepts them, and they now go only through the OBR (Ontario). For the T2 and other CRA returns, see which returns your business files; for a new corporation's first T2, see first corporate tax year.

How do I file a federal annual return with Corporations Canada?

A federal corporation files online with Corporations Canada within 60 days after its anniversary date, pays $12, and files its ISC information at the same time (Corporations Canada; fees). The duty comes from CBCA section 263.

Rules from Corporations Canada's policy on annual filings:

• No return is filed for the year the corporation was incorporated, amalgamated or continued; the first is due after the first anniversary.
• A return filed before the anniversary date is not accepted. The information must reflect the corporation's situation on that date.
• Every corporation with "active" status files, even if small or not operating.
• You need the date of the last annual meeting, or the date a written resolution signed by all voting shareholders replaced it, and whether the corporation is distributing (sells shares to the public) or non-distributing. A director, officer or authorized individual files.
• To file, you need a corporation key, or access to the corporation's account as a full access manager or filing collaborator (Corporations Canada).

ISC information is filed with each annual return and again within 15 days of any change to the ISC register. ISCs are generally individuals who own, control or direct 25% or more of the voting shares or of all shares by fair market value, alone or with others, or who control the corporation in fact (Corporations Canada). Keeping the register itself is covered in minute book for a new corporation.

Corporations Canada sends a reminder when the return is due and a default notice about 90 days after the anniversary if it is not filed (Corporations Canada). Notices go by email if you subscribe, otherwise by post to the registered office, so keep that address current.

How do I file a corporate annual return in Ontario?

An Ontario corporation files its annual return in the Ontario Business Registry within six months after the end of its tax year, using its company key. There is no statutory fee (Ontario notice; OBR).

• Company key: a nine-digit code unique to the corporation. The ministry sends it free by email (right away, if an email is on file) or by mail. Keep it private; share it only with an intermediary you trust.
• Account: filing online needs an Ontario.ca Login and an Ontario Business Account linked to the corporation's OBR profile.
• What the return asks: the corporate name and Ontario Corporation Number, an official email and NAICS activity code if not already given, the year of the return, and any change since the last filing (or a statement that nothing changed). An officer, director or authorized individual verifies it.
• Intermediary or mail: a lawyer, accountant or service provider can file with your company key and charges its own fee. A mailed return uses the approved form and also has no statutory fee.

Do not hold new directors or addresses for the annual return: Ontario requires a notice of change within 15 days (OBR).

Ontario's annual return duty covers Ontario business corporations and foreign corporations licensed to carry on business in Ontario. A federal corporation is not on that list (Ontario notice).

When is a BC company's annual report due, and what does it cost?

Every BC company, including an unlimited liability company, files an annual report within two months after the anniversary of its incorporation, amalgamation or continuation into BC (BC Business Corporations Act, s. 51). BC's fee schedule lists $43.39 per report, and BC's filing guides add a $1.50 service fee (fees; BC guide).

• Where to file: BC is replacing Corporate Online with the BC Business Registry. On Corporate Online, you file with the access code on the annual report reminder or the company password. In the BC Business Registry, you file from a BC Registry account linked to the company; access codes are not used there (BC; BC Business Registry). Follow the route your reminder gives.
• Good standing: a company that misses the two-month window is not in good standing (the register shows it behind on filings). Overdue reports must be filed in order, oldest first (Corporate Online).
• Changes first: if directors or office addresses changed, file the notice of change before the annual report; the annual report cannot change directors.
• Not filed: financial statements and meeting minutes stay in the records office; they are not sent with the report.

How do I file an Alberta corporation's annual return?

An Alberta corporation files through an authorized Corporate Registry service provider, using form REG3062, by the last day of the month after its anniversary month. The government fee is $53.05, and the provider adds its own service charge (Alberta; catalogue).

• Anniversary month: the month the certificate of incorporation (or amalgamation) was issued; for a corporation continued into Alberta, the month it was first incorporated or amalgamated elsewhere. The return's information must be current as of the last day of that month (Regulation 118/2000, s. 24).
• Reminder: Alberta sends one to the registered office one month before the anniversary.
• What to bring: the completed return with the top five shareholders' names, addresses and percentages of issued voting shares, valid ID, and payment.

The annual return is a registry filing. An Alberta corporation's income tax returns are separate; see how to incorporate in Alberta.

My federal corporation works in Ontario, BC or Alberta: does it file there too?

It depends on the province. A federal corporation files its annual return with Corporations Canada every year; BC and Alberta can also require an annual filing from it as a registered extra-provincial corporation (one registered to do business outside its home jurisdiction), while Ontario does not.

The same exemptions run the other way: companies incorporated in Alberta, Saskatchewan or Manitoba (not federal corporations) and registered in BC do not file BC annual reports (BC regulation 88/2009). Missing the provincial filing puts the provincial registration at risk: BC can cancel it after two consecutive missed years (BC Act, s. 422), and Alberta after one year in default and 120 days' notice (Alberta Act, s. 285). Whether and how to register in a province is covered in federal or provincial incorporation.

What happens if I miss the corporate annual return?

First the corporation shows as overdue or not in good standing; then the registry can dissolve it, which ends its legal existence. A dissolved corporation cannot carry on business; Corporations Canada notes, for example, that a bank can refuse it a loan (Corporations Canada). Property it still owns on the dissolution date, including money in its bank account, generally passes to the Crown, and a business kept running after that has no limited liability shelter (CBCA s. 228; Alberta Act, s. 229; Ontario).

If a notice has arrived but no certificate of dissolution has been issued, file every return the notice names before its deadline and keep the confirmations.

My corporation was already dissolved: what now?

A completed dissolution is generally undone through the revival or restoration process of the law the corporation was incorporated under, not by a late annual return alone. How revival works, whether property comes back, and what happens to unfiled tax returns are covered in reviving a dissolved corporation; read it before signing contracts or moving the corporation's property.

When is the first annual return due, and how do I set this year's date?

Put the opening day and the deadline in your calendar. Reminders and default notices go to the registered office or email on file (Corporations Canada policy; Ontario; Alberta), so keep them current with every registry.

Example

These scenarios are illustrative and use Canadian dollars.

Federal corporation incorporated March 10

Its first annual return is due the year after incorporation. From then on, the window opens each March 10 and closes 60 days later, on May 9. The owner files online for $12 with the ISC information. With a December 31 year-end, its T2 is due June 30, a separate filing to the CRA.

Ontario corporation with a December 31 year-end

The annual return is due by June 30 each year in the OBR, with no statutory fee. The owner requests the company key by email, confirms that directors and addresses have not changed, and files. The T2 has the same June 30 date but goes to the CRA.

Alberta corporation incorporated in March, two years missed

• Year 1: the return was due April 30 and was not filed.
• Year 2: the April 30 return was also missed. The corporation is now more than one year in default, and a notice of the Registrar's decision to dissolve arrives.
• Fix: before the notice period ends, the owner takes both overdue returns to a registry agent, paying the $53.05 government fee for each plus the agent's service charges, and keeps the confirmations. The CRA filings for those years are checked separately.

Different for you?

• A dissolution notice arrived, or the corporation is already dissolved: see reviving a dissolved corporation, and get help catching up registry filings.
• Several years of annual returns and tax returns are missing: the registry and the CRA need separate catch-up filings, and each late T2 needs that year's books first. Start with which returns your business files, then get help with catch-up books, the late T2s and the registry filings.
• A federal corporation works in BC or Alberta, or never registered in its province: see federal or provincial incorporation and get help with provincial registration.
• The corporation is in Quebec: the annual updating declaration is covered in how to incorporate in Quebec.
• The minute book or ISC register was never set up: see minute book for a new corporation.
• The corporation was just formed: see after you incorporate and first corporate tax year.
• You would rather close the corporation: see closing a corporation.