Non-profits and charities subject to the Canada Not-for-Profit Corporation Act (the “CNCA”) must stay up-to-date with their Annual Returns.
All corporations that are active (i.e. not dissolved, discontinued, or amalgamated with another corporation) must file an Annual Return with Corporations Canada every year. This is mandatory whether or not the corporation is currently carrying on activities. This filing requirement helps keep Corporations Canada’s database up-to-date and allows the public to rely on the most current information about the corporation.
It is important to note that this filing requirement is separate from any Canada Revenue Agency filing obligation, such as income tax or a registered charity annual information return.
Corporations that do not file an Annual Return can face adverse consequences, including being administratively dissolved.
Annual Return Requirements
For new corporations, the deadline to file a first Annual Return is within 60 days following one year after the corporation’s incorporation date (known as the Anniversary Date). A corporation is not required to file within the year it is first incorporated, amalgamated or continued.
After this, the corporation must file an Annual Return within 60 days following the Anniversary Date every year. A corporation is not able to file the Return “early.” If a Return is filed before the Anniversary Date, it will not be accepted.
The quickest way to file an Annual Return is online for a fee. Law firms can also assist in the process.
To complete the filing the corporation must:
- provide the date of its Annual Meeting of Members; and
- indicate whether the Corporation is soliciting or non-soliciting.
(Note that a corporation is considered a “soliciting corporation” if it has received more than $10,000 in income from public sources – gifts or donations from non-members/non-directors/non-officers/non-employees or related persons, grants from government and funds from another corporation that also received income from public sources – in a single financial year or in any of its three previous financial years.)
Consequences for Overdue Annual Returns
If a corporation has not filed its Annual Return, the status of the corporation’s filings in Corporations Canada’s online database will be displayed as “overdue”, the corporation will not be in “good standing” and it will be unable to obtain a Certificate of Compliance until any overdue Annual Returns are filed. A Certificate of Compliance can often be required to support loan requests, obtain charitable status, or merge with another organization.
Corporation Canada’s Position on Administrative Dissolution
Corporations Canada announced that in July 2023 it would begin administrative dissolutions of corporations governed under the CNCA that have not filed their Annual Return for three years.
Corporations Canada will send a Notice of Intent to Dissolve to corporations that have not filed their Returns. The corporation will have 120 days from the date of the notice in order to file any overdue Returns. Those that do not file within the 120 days will receive a Certificate of Dissolution from Corporations Canada.
A corporation that has been dissolved can no longer conduct activities and charities registered under the Income Tax Act may lose their charitable status.
Conclusion
Filing an Annual Return is an obligation that cannot be avoided, no matter how big or small a corporation is, or whether or not it is carrying on activities. If a corporation is no longer carrying out activities, then its directors should consider whether or not to dissolve the corporation.
It is critical for corporations to ensure they are up to date with the Annual Return filings. Should you have any questions about the Annual Return and its requirements, we invite you to speak with a member of Miller Thomson’s Social Impact Group.
