If you’ve looked into incorporating a new company in Ontario, you may have come across the Initial Return filing, but haven’t fully understood what that is. This article helps to explain what the Ontario Initial Return (the “Initial Return”) is, why it’s required, and who needs to submit it.
What is an Initial Return?
An Initial Return is a type of filing that is required by new Ontario corporations. This filing is required under the Corporations Information Act (the “CIA”), and it is a way for the Ontario government to confirm the accuracy of the information that was submitted when the new corporation was formed, and also to gather additional information from the new company, such as officer information (president, secretary, etc.). The Initial Return filing is a fairly straight forward filing, and it’s important that this filing is submitted accurately and on time.
The Initial Return also needs to be filed by newly Amalgamated or Continued corporations in Ontario. Extra-Provincial corporations also need to file an Initial Return, but the information required is not all the same. This article focuses on Ontario corporations only.
When does the Initial Return need to be filed?
Every Ontario corporation is required, by law, to file an Initial Return within 60 days of their incorporation, continuance or amalgamation date.
How do I file my corporation’s Initial Return?
Initial Returns can now be filed directly with the new Ontario Business Registry. You can also seek assistance from a service provider to file the Initial Return on your behalf. Just be sure to save the Company Key that you would have received upon incorporation, as this will be required for the initial return, and other future filings the corporation will need to file. The Company Key is like a password for the corporation—so keep it in a safe, secured place—and only share it with those you trust.
What information do I need to file an Initial Return?
Below is a list of information that the Initial Return filing gathers. Most of this information has already been gathered during the incorporation process, but the corporation needs to confirm this information when filing the Initial Return, as well as provide a few new pieces of information:
- Full Legal Name of the Corporation: as written on the Certificate of Incorporation, Amalgamation, or Continuance.
- Ontario Corporation Number (OCN): This can also be found on the Certificate of Incorporation, Amalgamation, or Continuance.
- The Date of Incorporation, Amalgamation or Continuance: If this is a newly amalgamated company, it is the amalgamation date that they are looking for.
- Head or Registered Office Address: this needs to be located within Ontario for all Ontario corporations.
- The Official Email Address of the Corporation: This will be the email address that the Business Registry uses to communicate with you about filings or any other corporate updates.
- Primary Activity Code: This code is from the NAICS (North American Industry Classification System) list—and it is used for administrative purposes. The primary activity code is not shared publicly. The code that you choose does not need to reflect every business activity that your corporation carries on, however it should reflect the primary business activity that it carries on. In other words, don’t sweat it if you can’t find “the perfect code”.
- Ontario Company Key: Now, when you incorporate a new company, that company will automatically be assigned a “Company Key” which will be emailed to the official email address of the corporation. This Company Key will be required for this filing and future filings.
- Director Information: You will need to confirm/provide the following for every director of the corporation:
- Full Name
- Address for Service
- Date they became a director
- Whether the director is a Resident Canadian or not
- Email address (optional)
- Officer Information: You will need to provide the officer information for the five most senior officers of the corporation. If you are a small company, you likely don’t have five officers (which is completely okay). If one person holds more than one officer information, you will need to input their information for each position that they hold. You will need to provide the following information:
- Full Name
- Address for Servic
- Their officer title (President, Secretary, CEO, etc.)
- Date they became an officer
- Email address (optional)
- Individual Certifying and Authorizing the filing: You will need to provide the name and address of the person that is verifying that the information on the Initial Return filing is true and complete.
What will happen if I don’t file the Initial Return?
Failure to file the Initial Return on time could result in the involuntary cancellation of your new corporation. So, don’t skip this important step, and seek help if you need it!
After I’m done filing the Initial Return, are there any other corporate filings that I need to make?
Yes. You only file the Initial Return once—within 60 days of the corporation’s formation date. After that, corporations are still required to file an Annual Return every year, within six months of the corporation’s fiscal year end date. You can read more about Ontario Annual Returns here. On top of the Annual Return, corporations are required to file a Notice of Change whenever there are changes to the corporate information that the Ontario Business Registry has on file. This includes the registered head office address, director information, officer information, etc.
If you decide you want to change the Official Email address of the corporation, this will also require a Notice of Change filing. A Notice of Change filing should be made within 15 days of the change taking effect.
We hope this article gave you a better understanding of the Initial Return requirements for Ontario corporations. If you have any questions, please don’t hesitate to contact us here. Don’t forget—we offer a robust platform for managing and sharing your corporate records—secure and reserved for those you trust. Sign up today!
