Chapter 5 - Keeping Your Corporation in Good Standing

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To make sure that your corporation continues to benefit from incorporation under the CBCA, you need to fulfill certain requirements on an annual or occasional basis.

This section deals only with requirements under the CBCA for corporations that are not distributing corporations. It does not address every possible change you could make to your articles, nor does it deal with requirements from other government agencies that could have an impact on your Articles of Incorporation.

5.1 Filing an Annual Return

The Annual Return is a document that provides information about your corporation. This information lets Corporations Canada make sure that your corporation complies with certain requirements of the CBCA. It also allows Corporations Canada to maintain its database of federal corporations. Note that the annual return is not the corporation's tax return which must be filed with the Canada Revenue Agency.

The Annual Return can either be completed and filed:

• online at the Corporations Canada website,
• by email, fax or mail: you can download the Annual Return form on the Corporations Canada website. You can also obtain a paper copy from Corporations Canada.

Every corporation must submit an Annual Return every year to Corporations Canada within 60 days after its anniversary date. The anniversary date is the date the corporation was created or the date the corporation first came under the jurisdiction of the CBCA (i.e., the date of incorporation, amalgamation or continuance). For a corporation that has been revived, the anniversary date remains the date it was created (i.e., the date of incorporation, amalgamation or continuance). For purposes of filing the Annual Return, the anniversary date consists of the month and the day of the month.

The anniversary date can be found on the corporation's Certificate of Incorporation, Amalgamation or Continuance. You can also find it on the Corporations Canada website.

Failure to file an Annual Return

A corporation is deemed not to be in good standing with the CBCA if it:

• fails to file its Annual Return for a period of one year;
• fails to pay the required fees; and/or
• submits an incomplete return.

Corporations Canada has the power to dissolve a corporation that has not complied with certain requirements of the CBCA. In such cases, Corporations Canada sends a notice to the corporation and its directors advising them of the Director's intention to dissolve the corporation. If the corporation does not respond, or its response is inadequate, the Director will issue a Certificate of Dissolution following the expiration of the deadline stated in the notice.

It is possible to revive a corporation after dissolution. To do so, the corporation, or an interested party (such as a creditor or a shareholder), must file Articles of Revival and pay the $200 fee. For details on how to do this, see the information on revival that is available online at the Corporations Canada website.

5.2 Change of Address of a Registered Office

Moving the registered office within the province or territory indicated in the articles

Your corporation must notify Corporations Canada of any change to its registered office address (e.g., if the corporation moves) within 15 days following the change. The corporation must also provide the new mailing address, if any.

This notification is important because it allows Corporations Canada to communicate with you. For example, we may send you a reminder notice concerning the Annual Return, or information on legislative amendments that could affect your corporation. If you do not notify Corporations Canada of the change of address, your corporation will be considered not to have complied with the CBCA. In such cases, Corporations Canada may impose appropriate penalties, as provided by the CBCA.

Moving the registered office into another province or territory other than the one indicated in the articles

If you move your registered office to another province or territory other than the one indicated in the Articles, you must amend your Articles. To do this, you must file Ar­ticles of Amendment and pay the $200 fee. You must also file the Change of Registered Office Address Form. Please consult the Amendment Policy available on the website or contact Corporations Canada.

If the mailing address is different from the registered office address, you will need to include that address when filing the change to the registered office address.

5.3 Changes Regarding Directors

You must notify Corporations Canada of any change in the board of directors within 15 days following the change:

• when new directors are appointed, or
• when individuals cease to be directors.

You must also notify Corporations Canada of any change of address of a director within 15 days of being informed of the change. Note that directors must notify the corporation of a change in their address within 15 days after the change.

The names and the addresses of a corporation's directors are public information. You should ensure that Corporations Canada has up-to-date information on file so that other directors, shareholders and third parties can send materials to or serve notice on current directors.

Although Corporations Canada does not publish the address of directors on its website, this information is available by writing to Corporations Canada.

If a corporation does not notify Corporations Canada of changes regarding its directors (including a change of their address), Corporations Canada will consider the corporation to be not in compliance with the CBCA and may impose penalties as allowed by the Act.

If the number of directors changes from the number indicated in your corporation's Articles, you must amend them by filing Articles of Amendment and paying a fee of $200. You must also file the Changes Regarding Directors form.

5.4 Certificate of Existence and Certificate of Compliance

At some point, a supplier, banker or some other party may ask you to provide a Certificate of Existence and/or a Certificate of Compliance. These certificates are often needed to support a loan request or to provide assurance to a potential investor that a corporation has not been dissolved.

The Certificate of Existence certifies that, as of a specific date or for a specific period, a corporation:

• has not been dissolved or discontinued; and
• has not changed its structure in such a way as to cause a change to its corporate number (e.g., through an amalgamation).

The Certificate of Compliance certifies that a corporation:

• has not been dissolved;
• has sent to the Director the Annual Returns required

The Director may issue a Certificate of Existence or a Certificate of Compliance to anyone who asks for one. Note that Corporations Canada will not issue a Certificate of Compliance for a corporation that is not in compliance with the CBCA.