Annual Corporate Maintenance Checklist
File Annual Return with Ontario Business Registry
RequiredWithin 60 days of anniversary date
OBCA s. 124 requires annual filing. Filing fee applies. Failure can result in cancellation of the corporation's charter.
Prepare annual director resolutions
RequiredWithin 6 months of fiscal year-end
Directors must approve financial statements, appoint the auditor (or waive audit for private companies), and confirm the company's banking arrangements.
Prepare annual shareholder resolutions
RequiredWithin 6 months of fiscal year-end
Shareholders elect directors, appoint the auditor (or pass audit waiver resolution), and receive the financial statements. For owner-managed corporations, directors and shareholders are often the same people.
Update officer and director registers
As changes occur; confirm annually
The minute book must reflect current officers and directors. Changes must be filed with the Ontario Business Registry within 15 days of the change.
Update shareholder register
As changes occur; confirm annually
Record all share transfers, new issuances, and cancellations. The shareholder register is a legal document that can be required by banks, investors, and on a sale of the business.
Declare dividends (if applicable)
As decided by directors
Director resolution required for every dividend declaration. The resolution must specify the amount per share, the class, and the record date. Never pay a dividend without a contemporaneous resolution.
Review and update registered office address
Annually or upon change
OBCA requires a registered office address in Ontario. Changes must be filed with the Ontario Business Registry.
Confirm corporate seal (if applicable)
Annually
While corporate seals are no longer legally required in Ontario, many corporations still maintain them. Confirm the seal is accessible and reflects current corporate name.
Ontario Business Registry: What Needs to Be Filed
Since October 2021, Ontario operates the Ontario Business Registry (OBR) as the mandatory online filing portal. Corporate lawyers need a business.ontario.ca account and their client's company key to file on their behalf. Key OBR filings:
Annual Return
Within 60 days of anniversary
Change of directors
Within 15 days of change
Change of officers
Within 15 days of change
Change of registered office
Within 15 days of change
Articles of Amendment
As required
Initial Return (new corps)
Within 60 days of incorporation
What Should Be in the Minute Book
The minute book is the legal record of the corporation's life. A properly maintained minute book includes:
- Certificate of Incorporation / Articles of Incorporation
- By-laws and any by-law amendments
- Register of directors and officers
- Register of shareholders (with share ledger)
- Register of transfers
- Annual resolutions (directors and shareholders) for each year
- Special resolutions and extraordinary resolutions
- Copies of significant contracts and agreements approved by directors
- Share certificates or share certificate stubs
- Unanimous shareholder agreement (if any)
- Annual Return filing confirmations
Common Annual Maintenance Errors and Their Consequences
Dividends paid without resolutions
CRA may reclassify dividends as salary, triggering payroll source deductions and penalties. Income-splitting arguments collapse without proper documentation.
Annual Returns not filed
Corporation is subject to cancellation by ServiceOntario. Reinstating a cancelled corporation requires an application and fees — and the corporate name may be taken.
Shareholder register not updated after transfer
On a sale of the business, the share register must be clean and match reality. Errors require correction and can delay or complicate a transaction closing.
Director changes not filed with OBR
Third parties relying on the public record (banks, counterparties) may deal with individuals who are no longer authorized. The corporation and remaining directors face liability.
Loan from corporation not documented
CRA requires a promissory note and repayment schedule for shareholder loans. Undocumented loans are treated as income in the year made — a significant tax consequence.
Managing a Corporate Maintenance Practice
Ontario corporate lawyers with a book of 20–100+ corporations need a reliable system to track annual return deadlines. Key best practices:
- Track every client corporation's anniversary date and fiscal year-end in your practice management software
- Set reminders 90 days before each Annual Return deadline — enough lead time to prepare annual resolutions and get client sign-off
- Send annual maintenance packages to clients proactively — waiting for clients to call means some will slip through
- Use recurring deadline templates in Atticus to auto-generate the next year's maintenance reminder when you complete this year's
- Confirm OBR access for every corporate client — get the company key before you need it urgently
- Review the minute book every time you open a matter for a client — not just at annual maintenance time
Frequently Asked Questions
Does an Ontario corporation need to file anything annually?
Yes. Ontario Business Corporations Act (OBCA) corporations must file an Annual Return with the Ontario Business Registry within 60 days of the corporation's anniversary date. Failure to file can result in the corporation being cancelled by the government. CBCA corporations file annually with Corporations Canada.
What is an annual resolution for a corporation?
Annual resolutions are written corporate decisions made by the directors and/or shareholders each year — typically approving the financial statements, appointing an auditor (or waiving the audit requirement for private companies), and declaring dividends. Annual resolutions are required by the OBCA and must be kept in the minute book.
What happens if an Ontario corporation's minute book is not maintained?
An out-of-date minute book creates legal and tax exposure. CRA audits often request minute book documentation for dividend payments and income splitting arrangements. Lawyers who discover outdated minute books must prepare retroactive resolutions for each year the book was not maintained — a time-consuming and costly process for clients.
What is the Ontario Business Registry?
The Ontario Business Registry (OBR) is the online portal operated by ServiceOntario for filing corporate documents, annual returns, and changes to corporate information. Ontario moved to a mandatory online registry in 2021. Corporate lawyers must have OBR access to file on behalf of clients, or clients can file directly through the portal.
Track Every Annual Return Deadline Automatically
Atticus helps Ontario corporate lawyers manage annual maintenance across their entire book of business. Set recurring annual deadlines for every client corporation. Get daily briefings on what is due. Never miss an Annual Return filing again.
Try Atticus Free for 14 Days →