Keeping Your Corporation in Good Standing

When you choose to incorporate under federal jurisdiction, you know you can enjoy many benefits, such as name protection and the worldwide recognition that comes with being a Canadian corporation.

However, to continue enjoying these benefits, your obligation is to ensure your corporation remains in good standing under the Canada Business Corporations Act (CBCA). There are a few steps you need to follow.

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• Annual Returns (Form 22)
• Annual General Meetings of Shareholders
• Change of Address (Form 3)
• Change of Directors or Change of Address of a Present Director
  (Form 6)
• Save Time, File Online!
• Further Information

Annual Returns (Form 22)

Every corporation must submit an Annual Return (Form 22) to Corporations Canada, within six months of the taxation year-end of the company.¹ You will need to provide information such as the corporation's last annual meeting of shareholders. The annual return filing fee is $40. However, you can save money and time by filing online for a fee of $20.

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Annual General Meetings of Shareholders

• consideration of the financial statements;
• consideration of the auditor's report (if any);
• appointment of the auditor (shareholders of a non-distributing corporation may resolve not to appoint an auditor); and
• election of directors, if applicable.

It is important to indicate the date of the annual meeting on the annual return each time the annual return is filed with Corporations Canada.

For corporations with one or a few shareholders, it may be more practical to use a written resolution rather than holding formal meetings. A written resolution is a written record, signed by all shareholders entitled to vote, that addresses all matters required by the Act to be presented at the meeting of shareholders. The date of the signed resolution should be indicated on the annual return in lieu of the date of the annual meeting.

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Change of Address (Form 3)

Whenever the street address of a corporation's registered office changes within the province or territory specified in the articles of incorporation, the corporation must notify Corporations Canada within 15 days of the change. All you need to do is complete the Change of Registered Office Address (Form 3) and send it to Corporations Canada. There are no fees for filing this form, and it can also be submitted online.

However, if the street address of the corporation's registered office changes to a place outside of the province or territory specified in the articles of incorporation, you will need to amend the articles of the corporation by submitting Articles of Amendment (Form 4), as well as a Change of Registered Office Address (Form 3). There is a fee of $200 for filing Articles of Amendment (Form 4). Forms can be filed online.

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Change of Directors or Change of Address of a Present Director (Form 6)

Whenever there is a change involving a director of a corporation, such as the election of a new director, the removal of a director, or change of address of a present director, the corporation must notify Corporations Canada within 15 days of the change or, in the case of a change of a director's address, within 15 days of being notified of the change, by filing the form Changes Regarding Directors (Form 6). There are no fees for filing this form. It can also be submitted online.

If the number of directors is different from the one provided in the corporation's articles of incorporation, the corporation will need to amend the articles by submitting Articles of Amendment (Form 4), as well as the form Changes Regarding Directors (Form 6). There is a fee of $200 for filing Articles of Amendment (Form 4). Forms can be filed online.

Please remember that at least 25 per cent of the directors of a corporation must be individuals who are Canadian residents. If the corporation has fewer than four directors, at least one must be a Canadian resident.

For further information on compliance and on organizing your corporation, please refer to Corporations Canada's Small Business Guide to Federal Incorporation. Copies can be obtained, free of charge, from Corporations Canada at 1 866 333-5556. You can also access this guide online under Guide to Federal Incorporation.

All forms can be obtained, free of charge, from Corporations Canada at 1 866 333-5556. You can also find and print the forms in PDF format in the Forms, Policies, Fees and Legislation section.

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Save Time, File Online!

Filing has never been easier, faster or more convenient. Simply go to Corporations Canada Online Filing Centre where you can complete your forms online and make your payments directly with your credit card.

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For further information

Visit Corporations Canada's website or contact Corporations Canada at:

Headquarters
9th Floor, Jean Edmonds Tower South
365 Laurier Avenue West
Ottawa ON K1A 0C8

General Inquiries:
Tel.: (613) 941-9042 (Ottawa region)
Fax: (613) 941-0601
Toll-free: 1 866 333-5556

Montréal
Suite 700
5 Place Ville-Marie
Montréal QC H3B 2G2
Tel.: (514) 496-1797
Fax: (514) 283-2247

Toronto
151 Yonge Street
Toronto ON M5C 2W7
Tel.: (416) 954-2714
Fax: (416) 973-8714

Vancouver
Suite 2000
300 West Georgia Street
Vancouver BC V6B 6E1
Tel.: (604) 666-9875
Fax: (604) 666-4274

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No publication of information issued by Corporations Canada is intended to replace professional advice.

¹  Please refer to the Canada Customs and Revenue Agency website for information on taxation year-end for your corporations. Return to ¹