Corporations Canada

Annual Returns

Policy Statement 10.5
September 3, 2008

Table of content

This policy outlines the position of the Director appointed under the Canada Business Corporations Act (CBCA) with respect to certain provisions pertaining to the filing of a corporation's Annual Return and is designed to assist corporations in filing their Annual Return. It does not in any way expand the powers of the Director, the corporation or its shareholders or creditors, beyond those powers that are conferred under the CBCA.

Note also that this policy summarizes requirements under the CBCA and the regulations. Where there is a conflict, the provisions in the CBCA and the regulations prevail. As with all statutes, the courts are responsible for the final interpretation of the CBCA and its related provisions.

CBCA Requirements

Form 22: Annual Return is the form fixed by the Director for meeting the CBCA requirement for an Annual Return (section 263). Form 22 provides up-to-date information about your corporation. It allows Corporations Canada to ensure that the corporation complies with certain requirements of the CBCA. Investors, consumers, financial institutions and many others also rely on this information. The Director may dissolve a corporation that fails to file its Annual Return (section 212).

Deadline for Filing Form 22: Annual Return

Form 22: Annual Return must be sent to the Director within the 60 days following a corporation's anniversary date (section 5 of the Regulations). The anniversary date is the date the corporation was created or the date the corporation first came under the CBCA (e.g., the date of incorporation, continuance or amalgamation). The date is generally found at the bottom, right-hand corner of the corporation's Certificate of Incorporation, Amalgamation or Continuance. You can also find your anniversary date on Corporations Canada's website at www.corporationscanada.ic.gc.ca (click on "Search for a Federal Corporation" in the left-hand menu on the homepage and enter your corporation number or name in the appropriate box).

The information on Form 22: Annual Return must reflect the corporation's situation on the anniversary date.

Compliance

If a corporation fails to file its Annual Return within the required time period, fails to pay the required fees and/or submits an incomplete return, the corporation is deemed non-compliant with the CBCA. The corporation's good standing will only be restored when the missing Annual Return has been filed and/or fees have been paid, even if the corporation has filed the Annual Return and paid the fees for a subsequent year.

A corporation that is non-compliant will be sent a default notice advising that it has failed to comply with the provisions of the CBCA (section 263). The default notice stipulates what measures may be taken if the corporation fails to rectify the default.

This default notice will be sent to the most recent address appearing on Form 3: Change of Registered Office Address. The default notice is presumed to have been received by the corporation unless there are reasonable grounds to believe that the corporation has not received it.

No certificate of compliance shall be issued for a corporation that is non-compliant.

Dissolution for Failure to File Form 22: Annual Return

Under subparagraph 212(1)(a)(iii) of the CBCA, the Director may dissolve any corporation that has failed for a period of at least one year to send fees, notices or documents required pursuant to the CBCA.

Corporations Canada will send a further notice to the corporation and its directors advising them of the Director's intention to dissolve the corporation. In the absence of a response or justifiable opposition, the Director will issue a certificate of dissolution following the expiration of the deadline stated in that notice.

Additional Information and How to Reach Corporations Canada

For additional information on Corporations Canada's products and services, please visit the Corporations Canada website or call our toll free number 1-866-333-5556.

You can also contact Corporations Canada at:

Client Services Section
Corporations Canada
Industry Canada
9th floor, Jean Edmonds Tower South
Ottawa, Ontario K1A 0C8
Toll free: 1-866-333-5556
Fax: 613-941-0601
www.corporationscanada.ic.gc.ca