Annual Corporate Maintenance: What Ontario Corporations Must Do

Incorporating a business is a significant milestone, but it is not the end of the legal process. An Ontario corporation has ongoing obligations that must be met year after year to remain in good standing. Neglecting corporate maintenance in Ontario can result in administrative dissolution, loss of legal protections, and complications when seeking financing or selling the business.

Many business owners assume that once the incorporation paperwork is filed, the legal work is done. In reality, corporations require regular attention to maintain their status and protect the limited liability that incorporation provides. This guide covers the essential annual filings, record-keeping requirements, and compliance obligations every Ontario corporation needs to understand.

Understanding Corporate Maintenance in Ontario

Corporate maintenance refers to the ongoing legal and administrative tasks required to keep a corporation compliant with applicable laws. For Ontario corporations governed by the Ontario Business Corporations Act (OBCA), these requirements include annual filings with the provincial government, maintenance of corporate records, and regular updates to governance documents.

The stakes for non-compliance are real. A corporation that falls behind on its obligations can lose its "good standing" status, which is publicly visible through the Ontario Business Registry. This affects the corporation's ability to secure financing, enter into major contracts, maintain court proceedings, and complete transactions like acquisitions or sales. In the worst cases, a corporation can be administratively dissolved, leaving directors and shareholders to deal with the fallout.

Understanding what needs to be done, and when, allows business owners to stay ahead of these obligations rather than scrambling to catch up.

Annual Return Filing Requirements

The most fundamental ongoing obligation for any Ontario corporation is filing the annual return. This is not a tax return but rather an administrative filing that confirms and updates the corporation's information on the public record.

What the Annual Return Covers

The annual return confirms basic information about the corporation, including:

• The registered office address
• The names and addresses of current directors and officers
• The corporate email address
• Any changes to the information previously filed

Even if nothing has changed since the last filing, the annual return must still be submitted to confirm that existing information remains accurate.

When to File

Ontario corporations must file their annual return within six months of the corporation's fiscal year-end. For a corporation with a December 31 year-end, the annual return deadline would be June 30 of the following year. For a March 31 year-end, the deadline would be September 30.

This timeline differs from federal corporations, which must file their annual return within 60 days of their incorporation anniversary date, regardless of their fiscal year-end.

How to File

Since October 2021, Ontario corporations must file annual returns through the Ontario Business Registry (OBR). To access the registry and file returns, corporations need a Company Key. Corporations formed after October 19, 2021 received their Company Key during incorporation. Older corporations need to request their Company Key through ServiceOntario before they can file.

The filing process is straightforward once you have registry access. Log in, confirm the information on file, update any details that have changed, and submit the return.

Consequences of Missing the Deadline

Failing to file the annual return can result in several consequences:

• The corporation loses its "good standing" status
• The corporation may lose the right to maintain court proceedings without obtaining leave from the court
• Penalties and late fees may apply
• Continued non-compliance can lead to administrative dissolution

Administrative dissolution is particularly problematic because it means the corporation ceases to exist as a legal entity. Reviving a dissolved corporation involves additional filings, fees, and complications.

Federal vs. Provincial Annual Return Obligations

If your corporation is federally incorporated but registered to operate in Ontario, you have filing obligations at both levels. Understanding the distinction prevents missed deadlines.

Federal Annual Return

Corporations incorporated under the Canada Business Corporations Act (CBCA) must file an annual return with Corporations Canada within 60 days of the corporation's incorporation anniversary date. The online filing fee is $12. Unlike Ontario's annual return, the federal deadline is tied to the anniversary of incorporation, not the fiscal year-end.

Since January 2024, federal corporations must also file information about individuals with significant control (ISCs) at the same time as the annual return.

Ontario Extra-Provincial Registration

A federally incorporated corporation operating in Ontario must also file an Ontario annual return to maintain its extra-provincial registration. This filing follows the Ontario timeline (within six months of fiscal year-end) and goes through the Ontario Business Registry.

Missing either filing creates problems, so corporations with federal incorporation need to track both deadlines carefully.

For more on the differences between federal and provincial incorporation, see this guide on business incorporation in Ontario.

Maintaining the Corporate Minute Book

Beyond annual government filings, Ontario corporations have an ongoing obligation to maintain proper corporate records. Section 140 of the OBCA requires every corporation to prepare, maintain, and update certain records at its registered office or another location designated by its directors.

What the Minute Book Must Contain

A properly maintained corporate minute book includes:

• The articles of incorporation and any amendments
• Corporate bylaws and any amendments
• Any unanimous shareholder agreement
• Minutes of all shareholders' meetings
• Minutes of all directors' meetings
• Written resolutions in lieu of meetings
• A register of directors showing names, addresses, and dates of service
• A register of officers showing names, addresses, and positions
• A share register recording all shareholders and their holdings
• A register of share transfers
• Stated capital accounts for each class of shares

These records tell the complete story of the corporation's governance and ownership structure.

Annual Maintenance Tasks

At minimum, the minute book should be updated annually to document:

• Annual election or confirmation of directors
• Appointment of officers
• Approval of financial statements
• Declaration of any dividends
• Any significant corporate decisions made during the year

Many corporations accomplish this through an annual directors' resolution and shareholders' resolution, which can be in written form rather than requiring a formal meeting.

Consequences of Poor Record-Keeping

Failing to maintain proper corporate records creates several risks:

• Directors may face personal liability for corporate obligations if corporate formalities are not followed
• The corporation may have difficulty proving ownership and governance when needed for financing, sale, or disputes
• The Canada Revenue Agency may audit corporations with poor records
• Directors can face fines under the OBCA for failure to maintain required records

When something goes wrong, the minute book becomes critical evidence of how the corporation operated. An incomplete or outdated minute book can turn a minor dispute into a major problem.

Register of Individuals with Significant Control

Ontario corporations now have an additional record-keeping requirement: maintaining a register of individuals with significant control (ISC). This requirement applies to all private corporations under the OBCA.

Who Qualifies as an Individual with Significant Control

An individual has significant control over a corporation if they:

• Own, control, or direct, directly or indirectly, 25% or more of the voting shares
• Own, control, or direct, directly or indirectly, 25% or more of shares measured by fair market value
• Have direct or indirect influence that, if exercised, would result in control in fact of the corporation
• Have any combination of the above through joint arrangements with other individuals

What the Register Must Include

For each individual with significant control, the register must record:

• Full legal name and date of birth
• Residential address
• Date on which they became or ceased to be an ISC
• A description of how they exercise significant control
• Any other prescribed information

Keeping the Register Current

The ISC register must be updated within 15 days of the corporation becoming aware of any change in the information. At minimum, the register must be reviewed and updated at least once each financial year.

Penalties for Non-Compliance

Corporations that fail to maintain an ISC register without reasonable cause can face fines of up to $5,000. Directors and officers who fail to take reasonable steps to ensure compliance can also face personal penalties.

Tax Compliance for Ontario Corporations

While not strictly "corporate maintenance" in the governance sense, tax compliance is an essential ongoing obligation that affects the corporation's good standing.

Corporate Tax Returns

Corporations file T2 corporate income tax returns with the Canada Revenue Agency. The return is due six months after the corporation's fiscal year-end, but any taxes owing must be paid within two or three months of year-end, depending on whether the corporation qualifies for the small business deduction.

Filing the T2 return on time, even if no taxes are owing, is important. Penalties apply for late filing, and repeated late filings can attract CRA attention.

HST Returns

Corporations registered for HST must file regular returns, with the frequency (monthly, quarterly, or annually) depending on revenue levels. HST collected must be remitted according to the filing schedule, and input tax credits can be claimed for HST paid on business expenses.

Payroll Remittances

Corporations with employees must remit source deductions (income tax, CPP, and EI) according to their remittance schedule. The frequency depends on the corporation's average monthly withholding amount. Missing payroll remittances can result in significant penalties and personal liability for directors.

Corporate Filings for Changes

Beyond annual requirements, certain corporate events trigger additional filing obligations.

Change of Directors

When directors are elected, appointed, or cease to hold office, the corporation must update its records and file a notice of change with the Ontario Business Registry. This ensures the public record accurately reflects who is responsible for the corporation's governance.

Change of Registered Office

If the corporation's registered office address changes, a notice must be filed with the registry. The registered office is the official address for service of legal documents, so keeping this current is important.

Amendments to Articles

Changes to the corporation's fundamental structure, such as changes to share rights, the addition of new share classes, or changes to the corporate name, require amending the articles of incorporation. This involves filing articles of amendment and paying the applicable fee.

Other Reportable Changes

Changes to the fiscal year-end, corporate email address, or officer information should also be updated in the corporate records and, where applicable, reported through the Ontario Business Registry.

Creating a Corporate Compliance Calendar

With multiple deadlines throughout the year, creating a compliance calendar helps ensure nothing falls through the cracks.

Key Dates to Track

A corporate compliance calendar should include:

• Annual return filing deadline (six months after fiscal year-end for Ontario corporations)
• Federal annual return deadline (60 days after incorporation anniversary, if applicable)
• Corporate tax return deadline (six months after fiscal year-end)
• Tax payment deadline (two or three months after fiscal year-end)
• Annual meeting or resolution date for directors and shareholders
• HST filing deadlines throughout the year
• Payroll remittance deadlines
• ISC register review date (at least once per financial year)

Building in Buffer Time

Rather than waiting until deadlines approach, build in buffer time. Schedule annual meetings or pass resolutions a few weeks before the deadline. Prepare annual return information in advance. This prevents last-minute scrambles and reduces the risk of missed filings.

When to Get Help with Corporation Compliance

Some business owners handle corporate maintenance themselves, while others engage professionals to ensure everything is done correctly.

Tasks You Can Handle

Routine filings like the annual return are straightforward once you understand the process. If your corporate structure is simple and nothing significant has changed, filing through the Ontario Business Registry is manageable for most business owners.

When Professional Help Adds Value

Professional assistance becomes valuable when:

• You have complex share structures or multiple shareholders
• You need to document significant transactions or decisions
• Your minute book is behind and needs to be brought current
• You are preparing for financing, sale, or other transactions that require clean corporate records
• You are unsure whether your corporation is in compliance
• You have missed filings and need to remedy the situation

The cost of professional help for routine maintenance is modest compared to the cost of fixing compliance problems or dealing with the consequences of dissolved corporations.

Clearview helps businesses with ongoing corporate law matters, from routine maintenance to complex corporate transactions.

Avoiding Common Compliance Mistakes

Several mistakes frequently cause problems for Ontario corporations.

Treating the Corporation as Indistinguishable from Yourself

One of the benefits of incorporation is limited liability, but this protection depends on respecting the corporate form. Mixing personal and corporate finances, failing to document corporate decisions, or treating the corporation's assets as your own can result in courts "piercing the corporate veil" and holding shareholders personally liable.

Assuming Nothing Is Required Until Problems Arise

Many business owners only think about corporate compliance when something goes wrong. By then, the corporation may have lost good standing, and fixing the problem involves more time and expense than staying current would have required.

Ignoring the Minute Book

The minute book often gets neglected until someone asks to see it. Banks, investors, and potential acquirers will want to review corporate records. A poorly maintained minute book raises red flags and can delay or derail important transactions.

Missing the ISC Register Requirement

The register of individuals with significant control is a relatively new requirement that many corporations have not implemented. This is now a mandatory compliance obligation with penalties for non-compliance.

For more on avoiding mistakes when structuring your business, see this guide on starting your business the right way.

Staying on Top of Corporate Maintenance

Corporate maintenance in Ontario is not complicated, but it does require consistent attention. Annual returns must be filed on time. Corporate records must be kept current. The ISC register must be maintained. Changes to directors, officers, and the registered office must be reported promptly. These obligations are manageable when addressed systematically but become burdensome and costly when neglected.

The good news is that staying compliant protects everything you have built. A corporation in good standing can operate without restrictions, access financing, pursue opportunities, and provide the liability protection that made incorporation worthwhile in the first place. Letting compliance slip puts those benefits at risk.

Building corporate compliance into your annual business routine, whether you handle it yourself or work with professionals, ensures your corporation remains a solid foundation for your business rather than a source of unexpected problems. The time and effort involved in keeping up with corporate filings and record-keeping is modest compared to the cost of remedying years of neglect.

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Need help with corporate maintenance? Whether your corporation's records need updating, you are unsure about compliance requirements, or you want professional support for ongoing corporate filings, contact Clearview to discuss how we can help keep your Ontario corporation in good standing.