Statutory Filings Under the Canada Business Corporations Act (CBCA)

To Whom Does This Apply?

All business corporations incorporated under the Act are subject to the Act.

Summary

All corporations under the CBCA are required to do certain filings. The basic compliance requirements, along with the relevant sections of the act and the forms required, are listed below.

Annual Return (Section 263, Form 22) - Every corporation (even if it is not operating) must file an annual return along with the filing fee of $40 ($20 if the transaction is completed through Corporations Canada's Electronic Filing Centre). As of July 1, 2006, amendments to the Canada Business Corporations Regulations, 2001 changed the time period for filing Annual Returns (Form 22). The basis for filing will change from the Taxation Year-End to the Anniversary Date. 

• For July 1 to December 31, 2006, the time period for filing is within the 60 days following the Taxation Year-End. 
• Beginning January 1, 2007, the time period will be within the 60 days following the Anniversary Date. 

Should the required filings of annual returns not be made, the corporation will eventually be subject to dissolution. More information on this change is available on Corporations Canada's Web site.

Change of Registered Office Address (Section 19, Form 3) - When a change of registered office occurs within the province or territory specified in the corporation's articles, a Form 3 must be filed within 15 days of the change. No fee is required.

When a change of registered office occurs from the province or territory specified in the articles to a different province or territory, an amendment to the articles (Form 4) is required in addition to the Form 3 mentioned above. The prescribed fee is $200 for issuing a certificate of amendment (pursuant to Section 173).

Changes Regarding Directors (Section 113, Form 6) - When a change of directors occurs that does not affect the fixed number, or minimum/maximum number of directors authorized by the articles, a Form 6 should be filed within 15 days of the change. No fee is required.

When the above change involves an increase or decrease in the number of directors authorized by the articles, a Form 4 is required in addition to the Form 6. The prescribed fee is $200 for issuing a certificate of amendment (pursuant to Section 173).

Pursuant to section 258.2 of the CBCA and to section 14 of the CBCA Regulations, the following documents will no longer be required to be filed with the Director under the CBCA provided that the documents have been filed in at least one of the provincial securities commissions:

• financial statements;
• proxy documents.

In other circumstances, please note that corporations may apply to the Director for an exemption from filing financial statements or proxy documents by submitting a duly completed Form 27 to Corporations Canada.

Information on Forms, policies and guidelines can be accessed from the Web.

Online Filing
You may now file key documents through the Corporations Canada's Electronic Filing Centre. (Note: see the document Online Federal Incorporation under Related Reading).

Currently, the following functions for completion online are offered:
Form 2 - Information Regarding the Registered Office and the Board of Directors (no fee)
Form 3 - Change of Registered Office Address (CBCA) (no fee)
Form 6 - Changes Regarding Directors (CBCA) (no fee)
Form 1 - Filing for Federal Incorporation (CBCA) ($200 fee if filed online; $250 fee if filed by other means)
Form 4 - Articles of Amendment ($200 fee)
Form 17 - Articles of Dissolution (no fee)
Form 19 - Statement of Intent to Dissolve (no fee)
Form 19 - Statement of Revocation of Intent to Dissolve ($50 fee)
Form 22 - Filing of Annual Return (CBCA) ($20 fee if filed online; $40 fee if filed by other means)
Certificate of Compliance or existence ($10 fee)
Form 11 - Continuance ($200 fee)
Form 7 - Restated articles of incorporation (coming soon)

Online payment of a fee can only be done through credit card payments (American Express, Visa or MasterCard). The "Strategis Secure On-line Electronic Commerce System" ensures that online credit card payments are processed with complete security.

Online filing is optional. It provides you, as well as the Director, with more options for sending or issuing documents under the CBCA.

DISCLAIMER
Information contained in this section is of a general nature only and is not intended to constitute advice for any specific fact situation. For particular questions, the users are invited to contact their lawyer. For additional information, see contact(s) listed below.

Saskatchewan Contact(s):
See National Contact.