What annual filings does an Ontario corporation have?

What are the filings, and when are they due?

Filing	Ontario corporation	Federal corporation
Annual return	Ontario Business Registry, within 6 months after fiscal year-end, no fee	Corporations Canada, within 60 days after the anniversary date, $12 online
Corporate tax return (T2)	CRA, within 6 months after tax year-end	Same
Change of directors, officers or address	Notice of change within 15 days	Notice to Corporations Canada within 15 days
Significant control register	Kept and updated, not filed	Kept, and filed with the annual return and within 15 days of a change
Annual shareholder approvals	Meeting or written resolution	Meeting or written resolution

Deadlines are from the Ontario Business Registry, Corporations Canada’s annual return page and section 150 of the Income Tax Act. Government fees can change.

What happens if we miss the annual return?

Over time, the corporation can be dissolved. Both governments can dissolve a corporation that stays in default on its filings, and a dissolved corporation’s property can pass to the Crown. Reviving it is possible but costs time and fees. Missed returns also show up in due diligence.

The Ontario annual return is a short confirmation of the corporation’s information, separate from the tax return. Since 2021 it’s filed directly through the Ontario Business Registry, not with the T2.

Do we file a tax return if we made no money?

Yes. A corporation resident in Canada generally files a T2 every year, even with no income or tax owing. Your accountant may also handle GST/HST returns if you’re registered, and payroll filings if you have employees. Talk to your accountant about deadlines for paying any tax, which can be earlier than the filing deadline.

What are the annual shareholder resolutions?

The corporate statutes require an annual meeting of shareholders. Section 94 of Ontario’s Business Corporations Act and section 133 of the CBCA set the timing. Most private companies replace the meeting with a written resolution signed by all voting shareholders, which section 104 of the Ontario Act allows. It usually:

• receives the financial statements;
• elects or confirms the directors;
• appoints an accountant, or agrees not to appoint an auditor, which requires the consent of all shareholders (OBCA section 148, CBCA section 163).

The directors usually pass their own annual resolution approving the financial statements. Both go in the minute book. See shareholder resolution vs directors’ resolution.

What about the significant control register?

Every Ontario and federal corporation keeps a register of individuals with significant control. Federal corporations must update it at least once during each financial year under section 21.1 of the CBCA and file the information with Corporations Canada. Ontario corporations keep it current but don’t file it. See what is a register of individuals with significant control?

Does a federal corporation also file in Ontario?

A federal corporation that carries on business in Ontario registers here, at no fee. According to Corporations Canada, it doesn’t file a separate Ontario annual return. It does still file an Ontario notice of change, at no fee, within 15 days after the information in its Ontario registration changes, under section 4 of the Corporations Information Act; that is separate from the notice it sends Corporations Canada. See extra-provincial registration.

How do we stay on top of it?

Set a calendar reminder for your year-end and anniversary date, and pass the annual resolutions when your accountant finishes the financial statements. Many founders have their lawyer prepare the annual resolutions and the accountant handle the tax filings.

This guide is general information about Ontario and Canadian law, not legal advice for your situation. To get your company’s records and filings in order, book a free 15-minute consult.