Corporate Filings, Annual Resolutions, and Minute Books

Every corporation in Canada, by law, must file annual corporate returns. Within 60 days of the corporation’s incorporation or amalgamation date, each corporation must submit the requisite filing documents to Corporations Canada. If you incorporate on September 1, 2017, your annual filing will be due on October 30, 2018. The information gathered from your filings is stored on the Corporations Canada website and adds another layer of information for consumers.

All active corporations, regardless of size or operation status, must file annual returns. Active corporations are defined as all corporations that are not dissolved, discontinued or have not previously amalgamated with another corporation. Even corporations you have forgotten about, including holding companies or subsidiaries, are required to file annual returns accordingly.

Section 133 of the Canada Business Corporations Act requires each corporation to hold at least one shareholders meeting annually. Smaller corporations may consider signing corporate resolutions in lieu of having a physical or virtual meeting with all parties present.

Of key importance, however, is the date upon which the shareholder resolutions have been signed. The annual corporate filings require the company to indicate the date of the last shareholders meeting or signed resolutions. The meeting or resolution must therefore occur prior to filing.

Minute books are collections of corporate records, including annual shareholder resolutions, which store information for future reference. Although seemingly unnecessary, these minute books need to be updated annually at minimum, in order to ensure proper compliance with Canadian and provincial business legislation. A government audit, as unlikely (and unpleasant) as it may be, will require an inspection of the updated minute book and problems (and headaches) ensue if the resolution dates do not match those on the annual filings.  

The consequences for not filing an annual report can be severe, including the dissolution of the company if the filings have not been submitted over a few years. It is therefore necessary for corporations of all sizes to be conscious and cognizant of their filing and reporting obligations and ensure the appropriate shareholder meetings and resolutions are occurring in due course and are properly documented in the corporate minute book.