Annual Filings for an Ontario Corporation

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What Ontario requires each year

An Ontario corporation has two kinds of yearly obligations. Some are filings with government: the annual return with the province and the income tax return with the Canada Revenue Agency. Others are internal records that never leave the company but have to be kept up: the annual shareholder business, the auditor decision and the registers. Owners often confuse the two, and the first kind is the one that can lead to fines and, eventually, dissolution. Keeping both in order is part of the corporate records work we do for owner-managed companies.

The provincial filings come from the Corporations Information Act (the CIA):

An initial return. Section 2 requires a new Ontario corporation to file an initial return within 60 days after its incorporation, amalgamation or continuation.
An annual return. Section 3.1 requires every corporation, other than an exempted class, to file a return each year in accordance with the regulations. Ontario’s Business Registry page says corporations must file the annual return through the Ontario Business Registry each year within 6 months of their fiscal year-end, and the province’s fee table lists the CIA annual return for an Ontario corporation as $0, processed immediately online.
Notices of change. Section 4(1) requires a notice of change for every change in the information filed, within 15 days after the change takes place. Section 4(3) says no notice is needed for a director who retires and is re-elected for the next term.

Since May 5, 2021, the Canada Revenue Agency no longer accepts Ontario annual returns on the ministry’s behalf, according to Ontario’s list of registry services; the return is filed directly in the Ontario Business Registry. Each return or notice must be verified by an officer or director, or by an individual the directors authorize who knows the corporation’s affairs (section 5(1)).

The annual cycle, step by step

The fiscal year ends. The six-month clock for the annual return runs from this date.
Financial statements are prepared. For a corporation that is not an offering corporation, section 154(1) of the Business Corporations Act (the OBCA) requires the directors to place before each annual meeting financial statements for a period ending not more than six months before the meeting.
The shareholders deal with the annual business. Section 94(1) requires an annual meeting no later than 15 months after the last one. In a closely held company, section 104(1) lets a written resolution signed by all the voting shareholders replace the meeting.
The auditor question is decided. Under section 148, a corporation that is not an offering corporation is exempt from appointing an auditor for a financial year if all of the shareholders consent in writing.
The significant control register is reviewed. Section 140.2(3) requires reasonable steps at least once each financial year. We explain the register in what the register of individuals with significant control is.
The annual return is filed. Through the Ontario Business Registry, within six months of the fiscal year-end, signed in with an Ontario.ca Login.
The T2 is filed. The Canada Revenue Agency says all resident corporations, apart from a few exempt types such as registered charities, have to file a T2 corporation income tax return every tax year, even if no tax is payable. The tax side belongs with your accountant.
Changes are reported as they happen. A new director, a new registered office address or a change of officers is a notice of change within 15 days, whatever the time of year.

The internal records from steps 2 to 5 belong in the minute book, which we describe in what goes in an Ontario corporation’s minute book.

Yearly filings and records for an Ontario corporation
Item	Where it goes	When	Government fee	Rule
Initial return	Ontario Business Registry	Within 60 days after incorporation, amalgamation or continuation	$0 (Ontario corporation)	CIA s. 2; ontario.ca fee table
Annual return	Ontario Business Registry	Each year, within 6 months of fiscal year-end	$0 (Ontario corporation)	CIA s. 3.1; ontario.ca OBR page and fee table
Notice of change	Ontario Business Registry	Within 15 days after the change	$0 (Ontario corporation)	CIA s. 4; ontario.ca fee table
T2 corporation income tax return	Canada Revenue Agency	Every tax year	Not applicable	CRA, corporation income tax return
Annual meeting or written resolution	Minute book	Within 15 months of the last annual meeting	None	OBCA ss. 94, 104
Financial statements before shareholders	Minute book	At each annual meeting	None	OBCA s. 154
Audit exemption consent	Minute book	Each financial year	None	OBCA s. 148
Significant control register review	Minute book	At least once each financial year	None	OBCA s. 140.2(3)

What changes the answer

Filing late or not at all

The consequences build up. Section 17 of the CIA requires a corporation that files late to pay the prescribed late filing fee. Section 14(1) makes a contravention of the Act an offence, with a fine of up to $2,000, or up to $25,000 for a corporation, and section 14(2) extends liability to directors and officers who authorized, permitted or acquiesced in it. Section 13 separately covers false or misleading statements.

Going to court while in default

Under section 18(1), a corporation in default of a filing, or with unpaid fees or penalties, cannot maintain a proceeding in an Ontario court about its business without leave of the court. Section 18(2) says leave will be granted if the failure was inadvertent, the public was not misled, and everything has since been filed and paid. Section 18(3) adds that no contract is void or voidable only because the corporation was in contravention when it signed. Any dispute itself needs separate advice.

Dissolution for not filing

Section 241(3) of the OBCA lets the Director give notice that a corporation will be dissolved unless, within 90 days, it complies with a filing requirement under the CIA or pays a required fee. If it does not, section 241(4) allows an order cancelling the certificate of incorporation. Revival is possible on application within 20 years (section 241(9) and (12)), but property that was not disposed of before dissolution forfeits to the Crown (section 244(1)), subject to the Act’s exceptions. Closing a company on purpose is a different process, covered in how to dissolve an Ontario corporation.

Proof of good standing

Section 19 of the CIA lets the Minister issue certificates about a corporation’s filings and whether it has paid its fees, and section 19(2) lets the Minister refuse a certificate of that kind if the corporation is in default. A bank, a buyer or a landlord may ask for one, and a sale can stall until the filings are caught up. Our page on buying or selling a business explains where it fits.

Federal corporations

A corporation incorporated under the Canada Business Corporations Act files its annual return and significant control information with Corporations Canada instead, within 60 days after the anniversary of its incorporation, amalgamation or continuation, according to Corporations Canada. The choice between the two statutes is covered in Ontario or federal incorporation.

A future significant control return

The CIA has been amended to add a section 6.1, allowing regulations to require corporations to file significant control information with the province. The saved text notes that it comes into force on a day to be named, so for now the register is kept, not filed.

Example

For example, imagine a Markham landscaping company incorporated in Ontario with a December 31 fiscal year-end. Its two owners, Andre and Fatima, are its only directors and shareholders. In the spring, their accountant finishes the financial statements and the T2. Andre and Fatima sign a written shareholders’ resolution that receives the statements, re-elects them as directors and consents to the audit exemption for the year, and they record their annual review of the significant control register.

Andre then signs in to the Ontario Business Registry and files the annual return, which is due within six months of December 31, so by June 30. In August the company moves its registered office to a new unit; Fatima files a notice of change within 15 days. Because the directors were simply re-elected, no notice of change is needed for that (CIA section 4(3)).

Common mistakes

Assuming the accountant files the annual return. The T2 and the provincial annual return are separate filings, and since 2021 the provincial return goes directly through the Ontario Business Registry.
Forgetting notices of change. Changes are due within 15 days, not with the next annual return.
Ignoring a notice from the Director. Section 241(3) gives 90 days to fix a filing default before dissolution.
Skipping the minute book because nothing changed. The annual meeting, statements and audit consent are still required.
Letting the official email go stale. Ontario’s registry page says to keep the official email address accurate so the company receives ministry communications.
Mixing up provincial and federal rules. A federal corporation files with Corporations Canada on its anniversary date.

What to do this week

Find your corporation’s Ontario Corporation Number and company key, and check you can sign in to the Ontario Business Registry.
Note your fiscal year-end and diarize the annual return deadline six months later.
Search the registry for your own company and check the directors, officers and addresses on the public record.
File notices of change for anything out of date.
Check the minute book for this year’s resolutions and audit consent.
Confirm with your accountant when the T2 is being filed.
If several years have been missed, plan the catch-up, which we describe in how to fix years of missing corporate records. A first consultation takes 30 minutes, by video or in person, and you can request one here.

Frequently asked questions

Is there a fee for the Ontario annual return?

No government fee. Ontario’s fee table lists the CIA annual return for an Ontario corporation at $0, processed immediately online. Service providers may charge their own fees.

When is the annual return due?

Ontario’s Business Registry page says within six months of the corporation’s fiscal year-end, every year.

Does a corporation with no activity still have to file?

Yes. The CIA return applies to every corporation not in an exempted class, and the CRA says resident corporations file a T2 every tax year even if no tax is payable.

Who can sign the annual return?

Section 5(1) of the CIA requires each return to be verified by an officer or director, or by an individual the directors have authorized who knows the corporation’s affairs.

What happens if we missed several years?

File what is missing and pay any late filing fees. If a notice of dissolution has been given, act within the 90 days in section 241(3). A corporation already dissolved for default can apply for revival.

Do the directors have personal exposure?

Directors and officers who authorized, permitted or acquiesced in a CIA offence can be fined up to $2,000 (section 14(2)). Their wider duties are covered in directors’ duties under the OBCA.

Sources

This page is general information about Ontario law, not legal advice for your situation. It reflects the law as of October 26, 2026.

What annual filings does an Ontario corporation have?