Keeping Your Corporation in Good Standing: Failure to file an Annual Return

A corporation is deemed not to be in good standing with the CBCA if it:fails to file its Annual Return for a period of one year;

fails to pay the required fees; and/or
submits an incomplete return.

Corporations Canada has the power to dissolve a corporation that has not complied with certain requirements of the CBCA. In such cases, Corporations Canada sends a notice to the corporation and its directors advising them of the Director’s intention to dissolve the corporation. If the corporation does not respond, or its response is inadequate, the Director will issue a certificate of dissolution following the expiration of the deadline stated in the notice.It is possible to revive a corporation after dissolution. To do so, the corporation, or an interested party (such as a creditor or a shareholder), must file Articles of Revival and pay the fee.

Company Formations helps federal and provincial corporations prepare their annual corporate returns online. This service will allow you to file your Annual Report online.

All corporations must file an annual return with the appropriate government department or agency The purpose of the Annual Return is to update your corporate records. The return covers such items as name of corporation, registered office address, corporation number, financial year end and a description of the main type of business. It also communicates any changes of your registered office or corporate directors, if applicable. The date of your last annual meeting and whether the corporation has ever distributed its securities to the public are also required.

The annual return must be filed within the prescribed dates and must be accompanied by the government filing fee. The dates and fees vary depending on the jurisdiction.

Company Formations will send the annual return directly to the government department or agency on your behalf.

If a corporation fails to file an annual return within the prescribed delay, a penalty fee may be imposed. If a corporation repeatedly fails to file its annual returns (typically for 2 consecutive years), the government department or agency may remove the corporation from the government records. If a corporation has been struck from government records, the corporation may be affected in a variety of ways. To re-register the corporation must typically bring its annual filings up to date and pay a penalty fee.


File now online your Annual Return. fast, Easy, Online