How to file a federal corporation annual return and significant control information in Canada
Active corporations governed by the Canada Business Corporations Act must file an annual return with Corporations Canada every year and file their individuals with significant control information at the same time. The annual filing is due within 60 days after the corporation's anniversary date and costs $12 when filed online.
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If your corporation is active under the Canada Business Corporations Act, file its annual return with Corporations Canada within 60 days after its anniversary date. The online fee is $12 and the published service standard is 1 business day. You must also file the corporation's individuals with significant control information at the same time. Online filing requires appropriate access as a full access manager or filing collaborator, or a corporation key.
What you need
- The corporation must be an active federal business corporation governed by the Canada Business Corporations Act.
- File within 60 days following the corporation's anniversary date.
- Have the date of the corporation's last annual meeting of shareholders or, where a written resolution was used instead, the date the resolution was signed.
- Know whether the corporation is distributing or non-distributing.
- The filer must be a director, officer or other authorized individual with relevant knowledge of the corporation and authorization from the directors.
- Have current information about the corporation's individuals with significant control and an up-to-date ISC register.
- Have access as a full access manager or filing collaborator, or have the corporation key required for the online filing.
- Pay the $12 online annual return filing fee.
Eligibility
An annual return must be filed for a corporation whose legal status with Corporations Canada is active under the Canada Business Corporations Act. An active corporation is one that has not been dissolved, discontinued, amalgamated with another corporation or continued into another jurisdiction. The obligation applies regardless of the size of the business and even if the corporation is not currently operating. An annual return is not filed for the year in which the corporation was incorporated, amalgamated or continued under the CBCA.
How to do it
- Confirm that the corporation is active and check its anniversary date using its Certificate of Incorporation, Amalgamation or Continuance or the federal corporation search.
- Determine the filing period. The annual return is due within the 60 days following the anniversary date and cannot be filed before the anniversary date because the information must reflect the corporation's situation on that date.
- Prepare the annual return information, including the date of the last annual meeting or written shareholder resolution and whether the corporation is distributing or non-distributing.
- Review and update the corporation's register of individuals with significant control. Prepare the ISC information that must be filed with Corporations Canada at the same time as the annual return.
- Sign in to the Corporations Canada Online Filing Centre. Use existing full access manager or filing collaborator access, or the corporation key where required.
- Select the service to file an annual return, complete the annual return and ISC sections, review the information and submit the filing.
- Pay the $12 online filing fee.
- Keep the filing confirmation and appropriate corporate records. Corporations Canada states a 1 business day service standard for an online annual return.
Federal corporation annual return deadline in Canada
An active business corporation governed by the Canada Business Corporations Act must file an annual return with Corporations Canada every year. The deadline is within 60 days following the corporation's anniversary date.
The anniversary date is the date the corporation was incorporated or amalgamated under the CBCA, or the date it first continued under the CBCA. It can be found on the applicable corporate certificate and through Corporations Canada's federal corporation database.
You do not file an annual return for the year in which the corporation was incorporated, amalgamated or continued. You also cannot file the return before the anniversary date because the information in the return must reflect the corporation's situation on that anniversary date.
How much does a federal annual return cost?
The current fee to file a federal business corporation annual return online is $12. Corporations Canada publishes a service standard of 1 business day for an online annual return.
What information do you need before filing?
Corporations Canada says you should be ready to provide the date of the corporation's last annual meeting and identify whether the corporation is distributing or non-distributing. Most private corporations are non-distributing, while distributing corporations sell shares to the public and are subject to applicable securities requirements.
The filer must be a director, officer or another authorized individual who has relevant knowledge of the corporation and has been authorized by the directors.
What if the shareholders used a written resolution instead of an annual meeting?
For a corporation with one or a small number of shareholders, a written resolution may be used instead of a formal annual meeting where the CBCA requirements for that resolution are met. For the annual return, provide the date the written resolution was signed.
Individuals with significant control must be filed with the annual return
Corporations created under the Canada Business Corporations Act are generally required to file information about their individuals with significant control with Corporations Canada. Since January 22, 2024, this information must be filed annually at the same time as the corporation's annual return.
The corporation must also maintain an ISC register with its corporate records. Corporations Canada requires corporations to take reasonable steps to keep that register current. The register must be updated at least annually and within 15 days after the corporation becomes aware of a change affecting the register.
ISC information must also be filed with Corporations Canada within 15 days of a change to the ISC register. This is separate from the annual filing obligation and means a corporation should not wait until its next annual return to report a qualifying change.
What if the corporation has no individuals with significant control or is excluded?
Corporations Canada states that very few CBCA corporations are excluded from the ISC filing obligation. Even an excluded corporation must file information confirming that it is excluded. Corporations that cannot identify an ISC or have no ISC should follow the applicable Corporations Canada ISC requirements rather than leaving the annual ISC filing incomplete.
How to file the annual return online
The annual return can be filed through the Corporations Canada Online Filing Centre. To file an annual return and the accompanying ISC information, the user must already have access as a full access manager or filing collaborator, or use the corporation key where required.
In the Online Filing Centre, choose the annual return filing service, confirm the corporation, enter the required annual return information, complete the significant-control information, review the filing and pay the $12 fee.
What happens if the annual return is late?
If the annual return is not filed on time, Corporations Canada's federal corporation database may show the annual filing as overdue. An overdue corporation cannot obtain a Certificate of Compliance while the filing remains outstanding.
Continued failure to file required annual returns can lead to administrative dissolution of the corporation. Corporations Canada also identifies failure to file required ISC information as a potential basis for administrative dissolution.
Is the Corporations Canada annual return the same as a corporate tax return?
No. The Corporations Canada annual return is a corporate law filing under the Canada Business Corporations Act. It is separate from the corporation's income tax return and other tax obligations administered by the Canada Revenue Agency.
Does a corporation that has stopped operating still need to file?
Yes, if its legal status with Corporations Canada remains active. A corporation that has stopped carrying on business continues to have the annual filing obligation until it is legally dissolved, discontinued, amalgamated or otherwise ceases to have active status under the CBCA.
How to check whether an annual return is due
Use Corporations Canada's federal corporation search to check the corporation's status, anniversary date and annual filing information. This is useful if the corporation does not know its filing period or whether its latest annual return has already been filed.
Frequently asked questions
When is a federal corporation annual return due in Canada?
An active corporation governed by the Canada Business Corporations Act must file its annual return within 60 days following its anniversary date.
How much does it cost to file a federal corporation annual return online?
Corporations Canada charges $12 for an online annual return.
How long does Corporations Canada take to process an online annual return?
Corporations Canada's published service standard for an online annual return is 1 business day.
Do I have to file individuals with significant control information with the annual return?
Yes. CBCA corporations subject to the requirement must file their individuals with significant control information annually at the same time as the annual return.
Do changes to significant control information have to wait until the next annual return?
No. ISC information must also be filed with Corporations Canada within 15 days of a change to the corporation's ISC register.
Do small federal corporations have to file an annual return?
Yes. The annual return requirement applies to active CBCA corporations regardless of their size.
Does a corporation that is not operating still need an annual return?
Yes, as long as its legal status with Corporations Canada remains active.
Can a federal corporation file its annual return before its anniversary date?
No. Corporations Canada states that the return cannot be filed early because its information must reflect the corporation's situation on its anniversary date.
Is the federal annual return the same as the corporation's CRA tax return?
No. The Corporations Canada annual return is a separate corporate law filing and is not the corporation's income tax return.
What happens if a federal corporation does not file its annual return?
Its annual filing status can become overdue, it may be unable to obtain a Certificate of Compliance, and continued non-compliance can lead to administrative dissolution.
Official sources
Annual return - Business corporationsPolicy on annual filings - Canada Business Corporations ActIndividuals with significant control - File your informationIndividuals with significant controlServices, fees and processing timesCorporations Canada Online Filing CentreFrequently asked questions - Corporations CanadaRelated procedures
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