As December 31st is in the rearview, many corporations fiscal years have also passed us by. Following the end of every fiscal year, Ontario corporations should be gearing up for an essential task: filing their annual return. Understanding the process is important to maintain compliance and avoid penalties. In this post, we’ll delve into the requirements for filing the Ontario Annual Return, and how a lawyer can help make that process easier.
What is the Ontario Annual Return?
The Ontario Annual Return is a mandatory filing requirement for all corporations registered in Ontario. Prior to 2021, this was completed as part of the corporate tax return filed with Canada Revenue Agency. Following the advent of the Ontario Business Registry, the return was no longer able to be filed with the corporate tax return. It serves as a means for corporations to update the information on file with the Ontario Business Registry, ensuring accuracy and transparency in corporate records, for the Ontario Government, and for the public. Failure to file the annual return can result in penalties and potential dissolution of the corporation.
Key Information Required for Filing:
Corporate Information: This includes the legal name of the corporation, its Ontario Corporation Number (OCN), and whether or not the corporation is a business corporate or not-for-profit entity.
Registered Office Address: The registered office address is the official address of the corporation for service of legal documents. It must be located in Ontario and cannot be a post office box. Law firm offices can also serve as the registered office address for corporate clients in certain circumstances.
Directors and Officers Information: The annual return requires the names and addresses of all directors and officers of the corporation. It’s crucial to ensure this information is accurate and up to date.
Share Structure: It is not currently necessary for corporations to supply information in respect of the individual shareholders of the corporation here in Ontario. This is not the case in many other jurisdictions and it can be speculated that this is something on the horizon for Ontario.
Filing Process:
The Ontario Business Registry is the online platform provided by the Government of Ontario for corporate filings. Corporations can access the registry through the ServiceOntario website. You must have the corporate key available in order to access the Ontario Business Registry. If you do not yet have one, you can request one through the portal, which will be mailed to the most recent registered office address. There is a filing fee associated with the Ontario Annual Return, which must be paid at the time of submission.
Importance of Timely Filing:
Filing the Ontario Annual Return in a timely manner is crucial for maintaining compliance with Ontario corporate law. The deadline for filing the annual return is typically within 60 days of the corporation's anniversary date, which is the date the corporation was incorporated or amalgamated in Ontario.
Failure to file the annual return by the deadline can result in late filing penalties and potential repercussions, including the corporation being dissolved by the government. Inaccurate or incomplete information provided in the annual return can lead to further complications and potential legal issues for the corporation.
In Conclusion:
The Ontario Annual Return filing is an essential obligation for corporations registered in Ontario. A lawyer can help you understand the requirement and procedures involved in filing the annual return and assist in ensuring compliance with Ontario corporate law.
This update is not intended to provide legal advice, but to high-light matters of interest in this area of law. If you require assistance updating the corporate information, or filing your annual return, please contact Carrie Ritchie at carrie@ritchiesmyth.com