If your company was incorporated pursuant to the federal jurisdiction of Canada under the Canada Business Corporations Act, you will be required to file a Federal annual return each year pursuant to section 263 of that statute.

When Should a Federal Annual Return be Filed

The federal annual return must be filed within 60 days of a Canadian federal company’s anniversary date. The anniversary date of a federal company is the date the corporation was created or incorporated, amalgamated or continued. Therefore if your company was incorporated on March 3, 2008 then you should file your federal annual return within 60 days of March 3 or no later than May 2 in each year.

Contact us if you wish to know how many annual returns are outstanding for your company.  We will be glad to look this up for you for free.

Will the Federal Government Remind A Company to File its Federal Annual Return

The onus is on you to remember when you need to file your federal annual return.  The federal government does not send out paper reminders.  It is therefore extremely important that you keep on top of this.

Regardless, the federal government does sometimes send out new information and you should ensure that the registered office address of your company is current.

If a change has been made to your registered office address we can assist you with updating your record by filing a Federal Change of Registered Office Address.

If you are in a situation where you need to file a Federal Annual Return and you have also had a change of registered office address for the corporation you can save time and money by purchasing our combined service which provides a discount.  If you are interested in this discounted service purchase the combined Federal Annual Return and Change of Address service.

If you would like to find out whether you have outstanding federal annual returns feel free to contact us about your outstanding federal annual returns and we will check for you free of charge.

All companies incorporated in Canada are at risk of having their company dissolved for non-filing of annual returns within 2 to 3 years of being in default. Then you have to revive your company and this can be expensive. You will be expected to pay in some cases as much as if you were incorporating the company (if you can remember that fee) and as well will be expected to pay for all or at least two years of the outstanding fees for the annual returns that you did not file. You may also be required to provide another NUANS report.  Each Canadian jurisdiction has a different policy but generally it is a great deal of trouble and extra expense to have to revive your company and may involve you hiring a solicitor to asist you.

Are There Any Special Requirements to Consider When filing the Federal Annual Return for Federal Companies

1.  Date of Last Annual Return

The federal annual return requires that you provide the date of your last annual meeting of shareholders. The Canada Business Corporations Act requires that all federal companies hold an annual meeting of the directors and shareholders in each year to approve certain matters.

The directors must approve the financial statements and submit them to the shareholders for review. The shareholders must then elect the directors for the next year which can be the same directors. The new directors elected will appoint the officers for the next financial year which can be the same officers. The shareholders must also decide if they need to appoint an auditor or an accountant and if an auditor is not required as outlined in the statute, then the shareholders should consent to the non-appointment of an auditor.

You should be aware that a company does not necessarily have to hold a meeting. If the directors and/or the shareholders as the case may be sign a resolution (which is a document that resolves to approve certain matters) to approve these matters, this is just as valid as if a meeting had been held provided all of the directors or shareholders sign the resolution as the case may be.  If even one director or shareholder, as the case may be, does not sign it would not be validly approved.

The annual meeting must be held within six months of the financial year end of the company. If you did not hold your annual meeting in a given year you should indicate the date of the last annual meeting that was held. If no annual meetings have been held you can leave this field blank.

2.  Change of Registered Office

If you have had a change in the registered office address of your company, which is the address on the forms you filed upon incorporation, then you will also be required to file with the annual return, a Notice of Change of Registered Office Address.

If the registered office address of your company is incorrect on Corporations Canada’s records then you will miss out on receiving important communications from Industry Canada and if your company is going to be dissolved for non-filing of tax returns or annual returns you will not know this and the dissolution will take place without you knowing. Then you are looking at some nice legal fees to get the company revived. it is very important that Industry Canada know how to reach you. Further, periodically the federal government modifies the filing requirements for companies and it is important that you are kept up-to-date with this information.

3.  Changes in the Directors

If any of the directors have changed their address or if any of the directors of the company themselves have resigned or new directors have been appointed and you have not yet informed the federal government, a federal notice of change of directors should also be filed at the time of the federal annual return.