Statutory Filings under the Canada Business Corporations Act (CBCA)

Act: Canada Business Corporations Act, R.S.C. 1985, c. C-44
Regulation: Not applicable.

To Whom Does This Apply?

All business corporations incorporated under Canada Business Corporations Act (CBCA).

Summary

The CBCA requires corporations to make certain statutory filings on an annual or occasional basis. The basic filing requirements, along with the relevant sections of the CBCA and the forms required, are listed below.

Annual Return (section 263 of the CBCA, 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 the Corporations Canada Online Filing Centre). The annual return must be filed within the 60 days following the corporation's anniversary date. The anniversary date is the date the corporation was created or the date the corporation first came under the jurisdiction of the CBCA (e.g., through a continuance or an amalgamation).

Change of Registered Office Address (section 19 of the CBCA, Form 3) -  Any change of registered office address must be filed within 15 days of the change. If the registered office address changes to a place within the province or territory specified in the corporation's articles, only a Change of Registered Office Address form must be filed and no fee is required. However, if the registered office address changes to a place outside of the province or territory specified in the corporation's articles, the corporation must first update its articles by filing Articles of Amendment (Form 4) and then file the Change of Registered Office Address form. The fee for issuing a Certificate of Amendment is $200 (pursuant to section 178 of the CBCA).

Changes Regarding Directors (section 113 of the CBCA, Form 6) - Changes regarding directors include: the election of a new director; the resignation or removal of a director; and any change in the residential address of a current director. These changes must be filed within 15 days of the change and no fee is required. However, if the change results in the number of directors being different from the minimum/maximum number of directors set out in the articles of the corporation, the corporation must first update its articles by filing Articles of Amendment (Form 4) and then file the Changes Regarding Directors form. The fee for issuing a Certificate of Amendment is $200 (pursuant to section 178 of the CBCA).

Articles of Amendment (subsections 27(4) and 177(1) of the CBCA, Form 4) - Changes to information that is set out in a corporation's articles can only be effected by filing Articles of Amendment. These changes include: changing the corporate name; changing the province or territory in which the registered office is located; changing the minimum/maximum number of directors; adding restrictions on the transfer of shares; modifying the restrictions on the business of the corporation; and many others. These changes must be filed as soon as the amendments have been adopted by the corporation. The fee for issuing a Certificate of Amendment is $200 (pursuant to section 178 of the CBCA).

Financial Statements and Proxy Documents (section 258.2 of the CBCA and section 14 of the CBC Regulations) - The following documents are not required to be filed with the Director under the CBCA provided the documents have been filed with at least one of the provincial securities commissions:

• financial statements;
• proxy documents.

Failure to File

The Director appointed under the CBCA has the power to dissolve any corporation that defaults for a period of one year in sending any fee, notice or document required by the CBCA. Dissolution terminates the existence of a corporation and can have serious repercussions. 

For more information

Visit the Corporations Canada Web site:

• to obtain copies of the forms (or call 1-866-333-5556);
• to access Corporations Canada's Online Filing Centre; or
• to obtain more information on the CBCA and Corporations Canada.

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.

New Brunswick Contact(s):
Canada Business - New Brunswick
Ground Floor, Barker House
570 Queen Street
Fredericton, New Brunswick  E3B 6Z6
Telephone: 506-444-6140
Fax: 506-444-6172
Toll-free (information): 1-888-576-4444
TTY Toll-free (hearing impaired): 1-800-457-8466
E-mail: infonb@canadabusiness.ca
Web site: http://www.canadabusiness.ca/nb
Hours of operation: 8:30 am to 5:00 pm Monday thru Friday - except Government holidays

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National Contact(s):
Client Services Section - Headquarters
Corporations Canada
Industry Canada
9th Floor
Jean Edmonds Tower South
365 Laurier Avenue West
Ottawa, Ontario  K1A 0C8
Telephone: 613-941-9042
Fax: 613-941-0601
Toll-free (information): 1-866-333-5556
E-mail: corporationscanada@ic.gc.ca
Web site: http://corporationscanada.ic.gc.ca/epic/internet/incd-dgc.nsf/en/home?OpenDocument