A Simple Introduction to Ontario Corporate Annual Filings

Are you running a corporation in Ontario? One of your most important legal obligations is filing your annual return under the Corporations Information Act (CIA). Many business owners confuse this with their tax returns or simply forget about it altogether, which can lead to serious consequences.

In this guide, we’ll break down everything you need to know about Ontario corporate annual filings in simple, straightforward terms.

What Is an Ontario Annual Return?

An Ontario annual return is a mandatory filing that provides the government with up-to-date information about your corporation. Think of it as an annual “check-in” with the province to confirm basic details about your business.

This filing is completely separate from your corporate tax returns. Even if you’ve filed your taxes with the Canada Revenue Agency (CRA), you still need to submit your annual return directly to Ontario.

The annual return serves an important public function: it keeps Ontario’s corporate registry current and ensures transparency in the business community.

Who Needs to File an Annual Return?

If you operate any of these types of corporations in Ontario, you need to file an annual return:

• For-profit corporations incorporated under the Ontario Business Corporations Act
• Not-for-profit corporations under the Ontario Not-for-Profit Corporations Act
• Foreign corporations licensed to operate in Ontario
• Professional corporations (like medical or legal practices)

Simply put, if you’ve incorporated in Ontario or registered your out-of-province corporation to do business here, you must file an annual return, regardless of whether your business was active during the year or not.

What Information Goes into the Annual Return?

Your annual return confirms or updates key information about your corporation, including:

• Your corporation’s legal name and Ontario Corporation Number (OCN)
• The address of your registered office
• Names and addresses of all directors
• Your primary business activity (NAICS code)
• An official email address and contact phone number

The form isn’t complicated, but accuracy is crucial. If any of this information has changed during the year, your annual return must reflect those changes. However, you should also file a separate “Notice of Change” promptly when changes occur rather than waiting for your annual return date.

When Is Your Annual Return Due?

Unlike some other provinces that link filing dates to incorporation anniversaries, Ontario ties the deadline to your fiscal year-end.

Your annual return must be filed within six months after the end of your corporation’s fiscal year.

For example:

• If your fiscal year ends December 31, your annual return is due by June 30
• If your fiscal year ends March 31, your return is due by September 30

There’s good news for new corporations: you don’t need to file an annual return in the year of incorporation. However, you must file every year thereafter.

What Happens If You Don’t File on Time?

Missing your annual return deadline can have serious consequences:

1. Your corporation will be marked “not in good standing”
2. You may lose certain legal rights, including the ability to maintain court proceedings in Ontario
3. You could face fines of up to $25,000 for corporations
4. Your corporation could eventually be dissolved (cancelled) by the Ministry

The Ontario government has become more rigorous about enforcement in recent years. After the introduction of the new Ontario Business Registry in 2021, the Ministry began actively identifying and penalizing non-compliant corporations.

Many business owners don’t realize that their corporation has been dissolved until they try to complete an important transaction like applying for financing or selling the business, at which point they face a costly and time-consuming revival process.

How Ontario’s Annual Returns Changed in 2021

Prior to 2021, Ontario had a unique arrangement where businesses could file their annual returns together with their federal T2 corporate tax returns. The CRA would then forward this information to Ontario.

That system ended on May 15, 2021. Ontario launched its new Ontario Business Registry (OBR) on October 19, 2021, and now all annual returns must be filed directly with the province.

This change caught many businesses off guard. If you’ve been relying on your accountant to handle this through your tax filing, it’s time to update your process.

Need Help Staying Compliant?

Annual filings are just one of many ongoing obligations for Ontario corporations. Staying on top of these requirements is essential to maintain your corporate status and legal protections.

Jeffrey Murray Law in Belleville, ON specializes in helping Ontario businesses navigate their corporate compliance requirements. From annual filings to director changes, corporate reorganizations, and more, our experienced team can ensure your corporation remains in good standing.

Don’t risk dissolution or penalties. Contact Jeffrey Murray Law today for a consultation about your corporate compliance needs. Our proactive approach can save you time, money, and stress by ensuring all your corporate filings are completed accurately and on time.