Most jurisdictions require corporations to file some kind of information return every year. This is called a BC Annual Report (“Annual Report”) in British Columbia. This article discusses filing an Annual Report in BC and things to consider before filing. It is important to note that the annual report we refer to is a corporate annual report, which is completely separate from a tax return.
The purpose of the Annual Report is to inform the government that your company is still active and to provide information on the current officers (although the information is optional). Failure to file an Annual Report on time will mean that the company will not be in good standing with the BC Business Registry. If a company neglects to file an Annual Report for two consecutive years, it is at risk of being dissolved by the registrar.
Who needs to file an Annual Report?
Every BC company, which includes an Unlimited Liability Company, is required to file a BC Annual Report.
*Note: There is also a requirement for companies registered as extra-provincial companies in BC to file an Extra-Provincial Annual Report, which differs from the Annual Report we discuss in this article.
When does the Annual Report need to be filed?
The Annual Report needs to be filed within two months of the company’s anniversary date (or date of amalgamation, continuance). An Annual Report does not need to be filed in the same year that the company was incorporated. So if, for example, a company was incorporated on May 13th, 2021, its first Annual Report would not be due until July 13th, 2022, and every year by that date after that. The BC Registry will contact the Company to remind them of their Annual Report filing either by mail or email if there is an official email address on file.
Other Filings to Consider Before Filing an Annual Report
It’s important to note that you can’t modify any information regarding directors or the corporation’s address in an Annual Report. Therefore, if there have been any changes to directors or to the address of the company that have not yet been recorded with the BC Registry, then BC Registry Services requires that you first file a Notice of Change of Directors or a Notice of Change of Address, prior to filing an Annual Report. These notices should technically be done within 15 days of the change coming into effect. However, the Annual Report filing is a good reminder to update this information in case it was missed. These are separate filings, and they have different fees.
When to File a Notice of Change of Address
As mentioned above, a Notice of Change of Address should be filed within 15 days of the change coming into effect. If you go to file an Annual Report and realize that BC Registries has an out-of-date address on file, this notice should be submitted before the Annual Report.
You need to file a Notice of Change of Address if:
- the Registered Office address of the company has changed (mailing or delivery)
- the Records Office address of the company has changed (mailing or delivery)
*Note: Once this notice has been submitted, it takes effect at the beginning of the next day. No other notices (including Annual Report filings) can be filed until this change of address is effective.
When to File a Notice of Change of Directors
As mentioned above, a Notice of Change of Directors should be filed within 15 days of the change coming into effect. If you go to file an Annual Report and realize that BC Registries has out-of-date director information on file, this notice should be submitted before the Annual Report.
*Note: if your company has had more than one change of directors at different times throughout the year, a separate filing needs to be made for each change. For example, if John Doe resigned as director on April 1, and Jane Smith became a director on December 5th, two Notices need to be filed; one for John Doe’s resignation on April 5th and one for Jane Smith’s addition on December 5th.
You need to file a Notice of Change of Directors if:
- The address of a current director has changed (mailing or delivery)
- A director has resigned (and the date they resigned)
- A director has been added (and the date it became effective)
- The name of a director has changed
We hope this article gives you a better understanding of BC Annual Reports. If you have any questions or need assistance filing your company’s Annual Report, please don’t hesitate to contact us here. We also offer an annual maintenance package, including the BC Annual Report filing and the required Annual Maintenance resolutions. We know this stuff can feel overwhelming, and we want to help change that. Click here to get started!
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*The Extra-Provincial Annual Report is required by companies registered to conduct business in BC, but their home jurisdiction is elsewhere. Alberta and Saskatchewan companies that are registered as extra-provincial companies in BC are not required to file an Annual Report in BC. If you have any questions about extra-provincial requirements in BC, please contact us, or visit this helpful information page. This article is focused on Annual Reports for BC Companies only.
