What Happens If You Don't File Your Ontario Corporation's Annual Return?

Usually not right away, but it can end in dissolution. In Ontario, a single missed annual return does not automatically dissolve a corporation incorporated under the Business Corporations Act. The Director responsible for the Corporations Information Act must first give notice requiring the corporation to come into compliance, and only after that window passes without a filing can an order dissolving the corporation be issued.

What the annual return actually requires

Corporations subject to Ontario’s Business Corporations Act must file a Corporations Information Act annual return through the Ontario Business Registry (OBR) within six months of their fiscal year-end. There is currently no fee for filing this return, so the filing itself carries no direct cost, only the consequences of not doing it.

The path from missed filing to dissolution

Ontario’s process runs through two statutes working together: the Corporations Information Act creates the filing duty, and the Business Corporations Act supplies the dissolution mechanism for default.

1. Filing deadline passes. The annual return is due within six months of fiscal year-end. Missing this date puts the corporation in default of its filing obligations.
2. Director issues a notice. Where a corporation is in default under the Corporations Information Act, the Director gives notice requiring the corporation to comply within 90 days. Ontario Gazette notices confirm this pattern: corporations are listed and given 90 days from the notice to file before dissolution orders are issued.
3. Dissolution order, if the 90 days lapse. If the corporation still hasn’t filed, the Director can dissolve it under sections 240 and 241 of the Business Corporations Act. This is an administrative (involuntary) dissolution, distinct from a corporation voluntarily winding itself up.
4. Corporate existence ends. Once dissolved, the corporation ceases to exist. If the people behind it keep operating the business as before, they are doing so without corporate status, meaning the liability shield and legal personality that came with incorporation are gone.

What dissolution actually changes

The practical effect is a change in legal status, not necessarily the disappearance of every obligation tied to the business:

• The corporation stops existing as a legal person. Any continued business activity happens without the corporate structure standing behind it.
• Pending and future legal proceedings are not automatically shut down. A civil, criminal, or administrative action started before dissolution may continue as if the corporation had not been dissolved, and new proceedings can also be brought against a dissolved corporation on the same basis.
• Corporate property doesn’t just vanish into limbo. The Public Guardian and Trustee has authority under the Escheats Act, 2015 to deal with the property of a dissolved corporation at any time after dissolution.

Reviving a dissolved corporation

Dissolution is not necessarily permanent. A corporation cancelled for default under the Business Corporations Act can be revived on the application of an interested person, provided the application is made within 20 years of the dissolution date. Where revival is granted, the corporation is deemed never to have been dissolved, though this is subject to the rights of any third party who acquired rights or interests in the intervening period (for example, someone who registered a competing business name or acquired an interest in former corporate property while the corporation was dissolved).

FAQ

Does my Ontario corporation get dissolved the moment I miss the annual return deadline? No. In Ontario, missing the six-month filing deadline puts the corporation in default, but dissolution follows a separate step: the Director must issue a notice giving the corporation 90 days to comply before a dissolution order can be made.

Is there a fee to file the Ontario annual return, and does paying a penalty avoid dissolution? There is currently no fee to file the Corporations Information Act annual return itself in Ontario. The sources reviewed do not confirm a separate penalty fee structure; what avoids dissolution is filing the outstanding return within the 90-day compliance window after the Director’s notice.

Can I still get sued, or sue someone, if my Ontario corporation has already been dissolved? Yes. Under Ontario’s Business Corporations Act, a legal proceeding started before dissolution can continue as if the corporation had not been dissolved, and new proceedings can also be brought against or by a dissolved corporation on that same basis.

How long do I have to revive a dissolved Ontario corporation? An interested person can apply to revive a corporation dissolved for default within 20 years of the dissolution date. If revival is granted, the corporation is treated as if it had never been dissolved, subject to the rights any third party acquired while it was dissolved.