Do you have a federal corporation but are unclear about what your corporation requires to remain compliant? Read on! Federal corporations are responsible for ensuring that Corporations Canada has their up-to-date information on file at all times. Every year, within 60 days of a corporation’s anniversary, it must file an annual return with Corporations Canada. On top of the Annual Return requirement, corporations need to make sure they notify Corporations Canada of any changes that may come up throughout their lifetime.
Below is a list of the information that typically needs to be recorded both externally (with Corporations Canada) and internally (in your corporate records). It’s important to note that depending on what province(s) a corporation is registered to carry on business in, it may also need to notify those provinces of changes that arise (such as a change to the registered office address).
| Event | Annual Return |
|---|---|
| External Action | Annual return needs to be filed with Corporations Canada. |
| Timeline | Within 60 days of a corporation’s anniversary. |
| Internal Action | Record of the Annual Return filing should be stored in the Corporation’s Minute Book. |
| Notes | An Annual Return may also be required in the province(s) that the company is registered to carry on business in. |
| Event | Change of Director Information Adding a new director Removing a director Changing a director’s address Changing a director’s name Changing the citizenship of a director |
|---|---|
| External Action | File Form 6—Changes Regarding Directors with Corporations Canada. |
| Timeline | Typically, within 15 days of the change coming into effect. |
| Internal Action | Update the Directors’ Register and any other documents as required. See our article on changing directors here. |
| Notes | A corporation should ensure that they properly record the addition and removal of directors. It is good practice to have directors sign a Consent to Act as Director form and Resignation as Director form, and to record the same. A filing may also be required in the province(s) that the company is registered to carry on business in to notify them of the director Change. (Ontario does not require director information of Domestic Extra-Provincial Corporations). |
| Event | Change of the Registered Office Address of a Corporation |
|---|---|
| External Action | File Form 3—Change of Registered Office Address with Corporations Canada. |
| Timeline | Typically, within 15 days of the change coming into effect. |
| Internal Action | Before filing a Form 3, a Directors’ Resolution should be passed approving of the change of address. A record of the same should be kept in the corporation’s Minute Book. |
| Notes | The corporation should consider who should be notified of this address change. Some common examples are: The CRA The corporation’s bank Search engines (such as Google) Update agreements, invoices, etc. Suppliers, etc. The corporation will also need to notify the province(s) that it is registered to carry on business in. |
| Event | Change in Shareholder Information |
|---|---|
| External Action | No notice needs to be filed with Corporations Canada. |
| Timeline | Nothing needs to be filed with Corporations Canada, however, the Individuals With Significant Control Register should be updated annually, and the change of shareholders should be recorded thoroughly and in a timely manner, as necessary. |
| Internal Action | Update the following (as required): Individuals With Significant Control Register Securities Register Transfer Register Shareholder Ledger (You may want to seek assistance from a professional to ensure this event is properly documented). |
| Notes | Although Corporations Canada does not need to know this information, they do require that the Individuals With Significant Control Register is updated annually. There may also be a requirement to notify the province that the corporation is registered to carry on business in. |
There are other events that are less common, but that will require a corporation to Amend its Articles. These events are more complicated and might be something you’ll want to seek professional assistance with. Examples of events that will require an amendment to your articles are:
- Change of province/territory where the registered head office is located
- Change of the Corporation’s Name
- Amending the minimum or maximum number of directors the corporation is allowed to have
- Changes to the classes of shares, restrictions on share transfers, restrictions on the business of the corporation or any other provisions as permitted by the Canada Business Corporations Act to be set out in the articles
We hope this helps give you a better understanding of what’s expected of a Federal corporation. Feel free to contact us if you have any questions or need help navigating any of the requirements below.
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