What Happens If I Don't File My Federal Corporation's Annual Return?
The short answer
Not right away, but yes, eventually, if the default continues long enough. Federally, a corporation governed by the Canada Business Corporations Act (CBCA) that misses its annual return deadline does not lose its legal existence overnight. Instead, it enters a period of escalating consequences that starts with a paperwork problem and can end with the corporation being legally dissolved.
What actually happens, step by step
Corporations Canada follows a predictable sequence before it dissolves a corporation for not filing.
| Stage | What happens |
|---|---|
| Before the deadline | Corporations Canada sends a personalized reminder notice that the annual return is due. |
| Deadline missed | The corporation’s filing status shows as “overdue” in the public online database, and a Certificate of Compliance cannot be obtained. |
| Shortly after | Corporations Canada sends a default notice. |
| One year in default | The CBCA permits the Director to dissolve a corporation that has gone one full year without sending a required fee, notice, document, or other information, which includes the annual return. |
| Two years in default (policy) | Although the law allows dissolution after one year, Corporations Canada’s stated policy is to wait until a corporation has not filed for two consecutive years before acting. |
| Final notice | Corporations Canada sends a final notice giving the corporation 120 days to file its outstanding annual returns. |
| No response by the deadline | Corporations Canada issues a Certificate of Dissolution, legally ending the corporation’s existence. |
Losing your Certificate of Compliance is the first real cost
The most immediate practical effect of a missed federal annual return is not dissolution, it’s the loss of good standing. As soon as the filing is late, the corporation’s status is marked “overdue” and it cannot obtain a Certificate of Compliance, the document Corporations Canada issues to confirm a corporation legally exists and is up to date on its filings. Filing the annual return on time is what avoids this problem in the first place, along with the risk of dissolution down the line.
What dissolution actually means
If the default continues for two years and the corporation does not respond to the 120-day final notice, Corporations Canada issues a Certificate of Dissolution. This legally ends the corporation’s existence: it stops being a corporation in the eyes of federal law. Corporations Canada treats non-filing as a signal that a corporation is no longer operating, which is why the filing requirement exists as an ongoing test of whether a corporation should keep its legal status.
Reviving a dissolved corporation is possible, but it costs money
A corporation dissolved for missing its annual returns is not necessarily gone for good. Under CBCA section 209(1), any interested person, which can include a director, shareholder, or other affected party, can apply to the Director to have the dissolved corporation revived. Reviving a corporation requires paying a non-refundable $250 government filing fee. If the corporation was dissolved for less than two years, or had a numbered name, a Nuans name search report is not required as part of the revival application, which simplifies the process somewhat. By comparison, filing an annual return online costs only $12 and takes one day to process, making it a far cheaper way to avoid the problem than reviving a dissolved corporation after the fact.
This applies to federally incorporated corporations only
Everything above describes the process under the CBCA, which governs corporations incorporated federally. Corporations incorporated provincially, including under Ontario’s or Alberta’s corporate statutes, have their own annual return or annual filing requirements and their own default and dissolution processes, which are not addressed by CBCA section 212 or Corporations Canada’s policies described here.
Frequently asked questions
Will my federal corporation be dissolved the moment I miss the deadline?
No. The Canada Business Corporations Act allows dissolution after one year of default, but Corporations Canada's stated policy is to wait until a corporation has failed to file for two consecutive years, and to send a 120-day final warning notice before actually dissolving it.
Can I still get a Certificate of Compliance while my annual return is overdue?
No. Federally, once an annual return is late, Corporations Canada's online database shows the corporation's status as 'overdue,' and a Certificate of Compliance cannot be issued until the outstanding return is filed.
How much does it cost to file a federal annual return, and is that cheaper than fixing a dissolution?
Filing online costs $12 with 1-day processing. Reviving a corporation that has already been dissolved costs a non-refundable $250 federal filing fee, so filing on time is the lower-cost route.
Can a dissolved federal corporation come back?
Yes. Under CBCA section 209(1), any interested person can apply to the Director to revive a dissolved corporation. If the corporation has been dissolved for less than two years, or has a numbered name, a Nuans name search report is not required for the application.
Sources
- Canada Business Corporations Act, s. 212(1)(a)(iii) , Canada Business Corporations Act, RSC 1985, c C-44, s 212(1)(a)(iii) (retrieved June 1, 2025)
- Policy on annual filings – Canada Business Corporations Act, Corporations Canada , Corporations Canada, 'Policy on annual filings – Canada Business Corporations Act' (Innovation, Science and Economic Development Canada) (retrieved June 1, 2025)
- Corporations Canada resumes dissolutions of corporations that are in default of filing their annual returns , Corporations Canada, 'Corporations Canada resumes dissolutions of corporations that are in default of filing their annual returns' (Innovation, Science and Economic Development Canada) (retrieved June 1, 2025)
- Annual return, Corporations Canada , Corporations Canada, 'Annual return' (Innovation, Science and Economic Development Canada) (retrieved June 1, 2025)
- Policy on reviving a business corporation, Corporations Canada , Corporations Canada, 'Policy on reviving a business corporation' (Innovation, Science and Economic Development Canada) (retrieved June 1, 2025)
- Canada Business Corporations Act, s. 209 , Canada Business Corporations Act, RSC 1985, c C-44, s 209(1) (retrieved June 1, 2025)
- Services, fees and processing times, Corporations Canada , Corporations Canada, 'Services, fees and processing times' (Innovation, Science and Economic Development Canada) (retrieved June 1, 2025)