What Is an Annual Return and What Happens If You Don't File It?

What an annual return is (and isn’t)

An annual return is a yearly filing that keeps a corporation’s basic details, such as its registered office, directors, and (depending on the jurisdiction) share information, current on the public record. Federally, Corporations Canada confirms that every corporation under the Canada Business Corporations Act (CBCA) and the Not-for-profit Act must file an annual return every year, an obligation set out in section 263 of the CBCA. Ontario and Alberta impose the same kind of obligation under their own corporate legislation.

The point that trips up the most business owners is that this filing has nothing to do with the CRA. Corporations Canada’s policy on annual filings states plainly: “This is not your income tax return. This is a corporate law requirement.” The same separation applies in Ontario and Alberta: the annual return goes to the corporate registry, not to the tax authority, even though many owners assume their accountant is filing both.

Filing requirements: federal, Ontario, and Alberta compared

The three jurisdictions differ on who is charged, where the filing goes, and what triggers it.

Federally, the return is due within 60 days following the corporation’s anniversary date, and it can be filed online for $12. Alberta’s deadline is tighter and tied to the calendar: under the Business Corporations Regulation, the return must reach the Registrar no later than the last day of the month following the corporation’s anniversary month. Alberta.ca’s guidance confirms that corporations must submit their return to an authorized Corporate Registry service provider, that a reminder goes to the registered office one month before the incorporation anniversary, and that these service providers charge both a government fee and a service fee on top of it.

Ontario corporations subject to the Business Corporations Act must file a Corporations Information Act Annual Return, and Ontario’s own Q&A confirms there is currently no fee to do so. Since May 5, 2021, the Ontario Business Registry has been the only place to file this return; the CRA stopped accepting Ontario annual returns on the ministry’s behalf on that date, which is why some corporations that had relied on their accountant’s tax filing to also cover the annual return fell out of compliance without realizing it.

What happens if you don’t file

The consequences escalate differently in each jurisdiction, but the end point in all three is the same: the corporation can lose its legal status.

Federal: default, a final warning, then dissolution

If a CBCA corporation doesn’t file, Corporations Canada treats it as not operating and can dissolve it; once dissolved, the corporation can no longer conduct business. Corporations Canada doesn’t dissolve without warning, though: for corporations that have been in default for at least two years, it sends a final notice giving 120 days to file the outstanding returns before a Certificate of Dissolution is issued.

Ontario: cancellation and loss of standing in court

In Ontario, a corporation that fails to file its Corporations Information Act Annual Return is subject to cancellation, and while it remains in default it cannot maintain a proceeding in an Ontario court respecting its business, except with leave of the court. That court-standing consequence matters beyond the paperwork: a corporation trying to enforce a contract or collect a debt through the courts can find itself blocked until it fixes its filing status. Separately, the Director appointed under the Business Corporations Act can involuntarily dissolve a corporation for default-related reasons under sections 240 and 241 of that Act. A corporation dissolved this way can apply to be revived within 20 years of dissolution, on the application of any interested person.

Alberta: dissolution risk on a tight clock

Alberta’s rule is more direct: if the annual return isn’t filed, Alberta.ca warns that the corporation may be dissolved. Because the filing deadline is measured monthly from the anniversary of incorporation rather than given a multi-month grace window, a missed filing starts the non-compliance clock sooner than in Ontario, where the equivalent registry-based system is separate from the tax cycle many owners are used to tracking.

Why this differs from your tax filing deadline

Because the annual return is a corporate law filing rather than a tax filing, its due date runs on the corporation’s incorporation anniversary (federally and in Alberta) rather than its fiscal year end. A corporation that is fully caught up with the CRA can still be in default of its annual return, and vice versa. Checking both dates separately, rather than assuming one filing covers the other, is the only way to catch a missed annual return before it becomes a dissolution notice.