Canada: An Important Update For Directors & Officers Of Ontario Corporations On Annual Filings

Last fall, the government of Ontario implemented a new system for the management of corporate and business entities and their various corporate registrations in the province known as the Ontario Business Registry (OBR).

One of the significant process changes involves the filing of annual returns for an Ontario corporation. Prior to the launch of the OBR, a corporation's annual return was filed by a corporation's accountant as part of the corporate tax return. However, with the recent change, CRA will no longer accept a corporation's annual return filing. It is now the responsibility of each corporation to file their annual return separately from the filing of their Corporate Tax Return through the OBR system. We understand that most accountants are no longer assisting their clients in filing these annual returns.

The purpose of these annual returns is to update the records of the registry with respect to any changes in a corporation's directors and officers as well as other required information such as head office address, etc. There are potentially significant penalties for failing to file this annual return which include the potential dissolution of a corporation and forfeiture of its assets. The due date for filing an annual return is 6 months after the corporation's fiscal year end each year.

Another change in the process is that each corporation is assigned a "Corporation Key" which is an additional security feature similar to a password that is required to be entered in the OBR's online portal when making filings. This includes in some cases where you are filing updates in information or annual filings. As part of this process, an official email address for a corporation must be submitted for a key contact such as director or officer or manager. Your Lerners business lawyer can assist you in having the OBR system generate an email with a "Corporation Key" which will be emailed to the official email address for a corporation in most cases.

While the OBR does allow individuals with a corporate key to access the online system for the purpose of filing an Annual Return or making other updates, Lerners will coordinate the process of getting the corporation key issued to you during the first year and then filing the required Annual Return on your behalf using our third party corporate service provider.

In light of the significant consequences for failing to submit a corporation's annual returns, we strongly recommend all clients ensure their annual returns are filed as required and to consider engaging your corporate lawyer to assist with this process as part of their annual resolutions work.