What you need to know about corporate annual returns as 2025 comes to an end and we head into 2026.
As we close out the year, it’s a good time for business owners and directors to ensure their corporations remain compliant with Ontario’s corporate filing requirements. One obligation that often causes confusion, especially since the 2021 overhaul of the Ontario Business Registry, is the annual return filing. Below is a clear breakdown of what the law requires, how filing works today, and the consequences of not filing or missing a deadline.
1. The Legal Basis: Corporations Information Act
In Ontario, annual returns are governed by the Corporations Information Act (CIA). The CIA applies to Corporations incorporated, continued, or amalgamated under the OBCA. This will include Professional corporations, Not-for-profit corporations, Charitable corporations, and Extra-provincial corporations carrying on business in Ontario (initial and change filings only).
Under the CIA, every Ontario corporation must file:
- An Initial Return (within 60 days of incorporation, amalgamation, continuance, or beginning business in Ontario)
- Notices of Change (within 15 days of any change to directors, officers, registered office, etc.)
- An Annual Return (every year, within six months of the fiscal year-end)
These filings keep the province’s corporate registry accurate and ensure the public record reflects who is responsible for the corporation.
2. What Is an Annual Return?
Many business owners confuse the annual return with their corporate tax return. The two are completely separate.
The corporate annual return is a legal filing that updates the government on basic corporate information, including among other things: the registered office address, the directors and officers of the corporation, and the corporate email address.
This has nothing to do with CRA, corporate income tax, or financial statements.
It is more akin to a yearly “check-in” confirming your corporation is active and compliant.
Often, at the same time as the annual filing, many corporations will prepare their annual resolutions confirming the appointment of directors and officers and approving the financial statements. These resolutions form part of the corporation’s minute book and help to maintain proper records.
3. How to make the Filing
Until May 2021, Ontario annual returns were automatically filed through the T2 corporate tax return. Most accountants handled the filing and in some cases without clients even realizing it. That process is gone. The CRA no longer accepts or forwards the filings.
Since the launch of the Ontario Business Registry (OBR) in October 2021 Annual returns must be filed directly through the OBR.
The lawyer for the corporation will now generally file the annual returns on your behalf.
A Company Key is required to access your Ontario Business Registry (OBR) profile and make filings under the corporate statutes. Corporations and other entities created or registered on or after October 19, 2021, will receive the Company key as part of their registration.
Corporations incorporated before 2021 need to request their Company Key. It will be provided to the official email, or registered office or other business address, as applicable.
4. Consequences of Failing to File
Non-compliance under the CIA can lead to; Administrative dissolution of the corporation, loss of the right to maintain a court proceeding (unless the court grants leave), penalties and fees, and governance issues.
For many businesses, dissolution can disrupt financing, leases, insurance, and ongoing contracts.
Annual compliance is simple when handled proactively but may be costly when overlooked.
If you’re unsure whether your corporation is up to date, or you need assistance with filing, I’m always happy to help. Please contact me here: Brian M. Murphy, at [email protected]
