Corporate Annual Returns: Keeping Your Corporation in Good Standing
Incorporating your business is a milestone, but it is not a one-time filing. To stay active, a corporation has to report to its corporate registry every year through an annual return, and tell the registry about certain changes as they happen.
If these filings slip, the registry can eventually dissolve your corporation or strike it from the register, leaving it unable to legally carry on business. Here is how annual returns work for federal, Alberta and Saskatchewan corporations, what happens when one is missed and how to stay in good standing.
What an annual return is, and what it is not
An annual return confirms that your corporation is still active and keeps the registry's public information about it current.
It is not a tax return. Corporations Canada points out that the annual return is completely separate from the T2 corporation income tax return you file with the Canada Revenue Agency (CRA).
The T2 has its own deadline. The CRA expects a T2 for every tax year, filed within six months of the end of the tax year, even if the corporation owes no tax or was inactive.
It does not replace change notices. Changes to directors or addresses usually need their own filing, as explained below.
When annual returns are due
Federal corporations
File with Corporations Canada within 60 days after your anniversary date, which is the date of incorporation, amalgamation or continuance.
No annual return is due for the year you incorporate, and a return filed before the anniversary date is not accepted.
At the time of writing, the fee is $12 when you file online.
Since January 22, 2024, information about the corporation's individuals with significant control must be filed at the same time as the annual return.
Alberta corporations
File through an authorized Corporate Registry service provider, such as a registry agent. Providers charge a government fee plus their own service fee.
Alberta sends a reminder to your registered office about one month before your incorporation anniversary. Shareholder information on the return must be current as of the last day of your anniversary month.
File every year, even if nothing has changed, and confirm your exact deadline with your service provider or the Corporate Registry.
Saskatchewan corporations
File with the Corporate Registry operated by Information Services Corporation (ISC), which recommends filing online.
Returns are due one month after the anniversary of incorporation. In ISC's example, a corporation incorporated on July 15 files by August 31 each year.
ISC sends a notice at least one month before the due date, and late returns are charged a late fee.
What happens if you miss a filing
Federal: The filing status shows as overdue, and the corporation cannot get a Certificate of Compliance. A default notice follows about 90 days after the anniversary date. The law allows dissolution after one year without filing; Corporations Canada's policy is to dissolve after two years, following a final notice that allows 120 more days to file.
Alberta: A corporation that does not file may be dissolved, and a dissolved corporation's property is transferred to the province. Revival requires the missing annual returns and other documents, and must be applied for within 10 years of dissolution.
Saskatchewan: ISC sends a final notice about two weeks after the due date, and if the return has not arrived within 30 days of that notice, the corporation is struck from the register. A struck corporation is not authorized to carry on business, its liabilities and those of its directors, officers and shareholders continue, and restoring it takes extra filings and fees.
In Saskatchewan, not receiving a notice does not prevent a strike-off, so keep your addresses and contact details current with every registry.
Changes to report during the year
Federal: Within 15 days, notify Corporations Canada of new or departing directors, a move of the registered office, a director's new address (counted from when you learn of it) and changes to your register of individuals with significant control.
Saskatchewan: File within 15 days of a change to the registered office physical or mailing address, a change in directors or officers, or a change in the name or address of an existing director or officer.
Alberta: Changes to directors and addresses are filed with change notices through a service provider. If your directors have changed, the annual return form also asks you to file a Notice of Change of Directors.
Good standing: what it means and how to show it
"Good standing" is a general term for a corporation that is active on the register and up to date with its required filings. Lenders, landlords, funding programs and buyers may ask you to prove it.
Federal: A Certificate of Compliance confirms that the corporation exists, has not been dissolved, and has filed its required annual filings and paid its required fees. At the time of writing, it costs $10 online. A corporation with an overdue annual return cannot get one.
Provincial: Provincial registries offer their own proof. Saskatchewan's Corporate Registry, for example, issues a Certificate of Status.
Tax filings are separate. Registry good standing does not cover your CRA accounts, so keep your T2, GST/HST and payroll filings current as well.
A simple yearly routine
Look up your corporation on the federal or provincial registry to confirm its status, anniversary date and the information on file.
Put the annual return due date and your T2 deadline in a shared calendar, with a reminder a month ahead.
Sign up for email reminders where offered, such as Corporations Canada's reminder email service.
Before you file, review the registered office, mailing address, directors and shareholders, and for federal corporations, the individuals with significant control.
File, pay the fee and keep the confirmation (and, for federal corporations, the original signed annual return) with your corporate records.
Update your minute book with the year's resolutions and financial statements. For federal corporations, this includes appointing an auditor or, where the option applies, the shareholders' unanimous resolution not to appoint one.
If you are registered in other provinces, check each one's rules. Alberta and Saskatchewan, for example, do not require an annual return from corporations based in each other's province, British Columbia or Manitoba.
How First Global Citizen can help
We help incorporated founders and small-business owners stay on top of their corporate filings: mapping your deadlines, preparing annual returns and change notices for federal, Alberta and Saskatchewan corporations and coordinating their filing, and setting up a simple compliance calendar. If a corporation has fallen behind, we help gather what the registry needs, and we coordinate with independent licensed professionals, such as lawyers and accountants, when you need legal or tax advice.
Our work is quoted as a fixed fee in a written proposal, and government and registry fees are charged at cost. Learn more about our business setup and compliance services or book a free consultation.
This article is general information only. It is not legal, tax, accounting or financial advice. Fees and requirements can change, so confirm current details with the relevant government agency or registry. For advice about your situation, consult a qualified professional.
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