Ontario Corporation Annual Return: Deadline, How to File, Penalties

Every Ontario corporation must file an annual return through the Ontario Business Registry (OBR) each year within six months of its fiscal year-end, the same window as its T2 corporate tax return. Filing is free ($0) and online filings are processed immediately. Corporations that stop filing can be dissolved by the province. This guide explains who must file the Ontario annual return, the exact deadline, how to file it with your company key, and what happens if you miss it.

Ontario annual return at a glance

What is the Ontario annual information return?

The Ontario annual return, sometimes called the annual information return or CIA annual return, is a short yearly filing under the Corporations Information Act. It confirms the year of the return, the corporation's name and Ontario corporation number, and whether anything has changed since the last return or notice it filed. If something did change, such as directors, officers or the registered office address, the return records it.

It is not a tax return. It doesn't report income and there is no fee. Its job is to keep the public corporate record accurate, which is the record banks, buyers and lawyers rely on when they order a profile report or certificate of status.

Who must file an Ontario business annual return?

Under O. Reg. 400/21, every corporation is exempt from the annual return except these classes:

• Corporations under the Ontario Business Corporations Act (OBCA), the usual for-profit Ontario corporation
• Corporations under the Not-for-Profit Corporations Act, 2010
• Corporations still under the older Corporations Act
• Foreign corporations (from outside Canada) holding an extra-provincial licence under the Extra-Provincial Corporations Act

A corporation also doesn't file in a year when it isn't required to file a T2 that year. That exemption is narrow, so in practice every active Ontario corporation should plan to file every year, even one with no income or a holding company with no activity.

Federal and other-province corporations

Federal (CBCA) corporations and corporations from other provinces that are registered in Ontario as extra-provincial corporations do not file an Ontario annual return. They file a free initial return when they start carrying on business here and notices of change when their Ontario information changes. A federal corporation files its annual return with Corporations Canada instead. See our guide to extra-provincial registration in Ontario.

Ontario annual return deadline

The deadline is set by section 3 of O. Reg. 400/21: a corporation that files a T2 return must deliver its annual return within the time period for delivery of its tax return for its last completed taxation year. A T2 is due within six months of the end of the tax year, so the Ontario annual return is due within six months of your fiscal year-end. The Ontario Business Registry page states the same rule.

Corporations that file a charity information return instead of a T2 follow that return's deadline. If the corporation files more than one tax or information return in a year, the annual return is due with the first one.

Why some sources say "60 days after the anniversary"

That is the federal rule: a CBCA corporation files its annual return with Corporations Canada within 60 days after its anniversary date. It does not apply to Ontario corporations. Ontario's annual return follows your fiscal year-end, not your date of incorporation.

How to file your annual return in Ontario

Since October 19, 2021, Ontario annual returns are filed directly with the Ontario Business Registry. The CRA no longer accepts them with the T2, so filing your tax return does not take care of the annual return.

Step 1: Get your company key

Every entity in the OBR uses a company key, a 9-digit code, to file transactions. If you don't have one, you can request it from the ministry free of charge. Keep it with your minute book: anyone filing for the corporation will need it.

Step 2: Sign in to the OBR

To file yourself, you need an Ontario.ca Login and an Ontario Business Account linked to your OBR profile. Alternatively, an intermediary or authorized service provider can file for you using your company key.

Step 3: Review the corporation's information

Check the registered office address, directors and officers on file. If anything changed during the year, file a notice of change. Ontario expects changes to be reported within 15 days, so don't save them all for the annual return.

Step 4: Submit

Confirm the information and submit. There is no fee, and an online filing is effective immediately. Paper filings by mail are also free but take about 15 business days to process. Download the confirmation for your records.

Prefer not to deal with the OBR? We can file your Ontario annual return for you, including any overdue years.

What happens if you don't file?

Ontario doesn't charge a late fee for annual returns, but the consequence of not filing is more serious. Under section 241 (3) of the Business Corporations Act, if a corporation fails to comply with a filing requirement under the Corporations Information Act, the Director may give notice that an order dissolving the corporation will be issued unless it complies within 90 days. Notice can be sent to the corporation or given by publication, so it can be missed if your addresses are out of date.

• Dissolution: if the default isn't fixed, the Director may cancel the certificate of incorporation and the corporation is dissolved on the date in the order (s. 241 (4)).
• Loss of property: property a dissolved corporation still owns is forfeited to the Crown (s. 244).
• Revival costs money: bringing a dissolved corporation back requires a revival filing, which costs $330, plus the overdue returns.
• Due diligence problems: lenders, landlords and buyers check the public record and ask for a certificate of status. Missing returns raise questions you'd rather not answer at closing.

The fix is simple and free: file any outstanding annual returns as soon as you notice them.

Ontario annual return vs federal annual return vs T2

An Ontario corporation files two of these every year: the Ontario annual return and the T2. A federal corporation operating in Ontario files the federal annual return and the T2, plus Ontario notices of change when its Ontario information changes. For the rules in other provinces, see our annual return guide for Canadian businesses.