Everything you need to know about getting your Annual Corporate Maintenance over Goodlawyer: pricing, what's included, why you need it, and frequently asked questions.
- What is an Annual Corporate Return?
- Pricing and Scope
- What is the Process?
- Frequent Asked Questions
- Book your Annual Corporate Maintenance
What is Annual Corporate Maintenance?
Annual Corporate Maintenance is not related to your taxes. It is completely separate from any filing obligations you may have with the Canada Revenue Agency (CRA).
Annual Corporate Maintenance is required each year for every federal, provincial and territorial corporation in Canada. Federally registered corporations must file one federal and at least one extra-provincial annual corporate return each year. These returns are required by law in order to keep your corporation in good standing under the Canada Business Corporations Act (CBCA). Missing your deadline can have serious impacts to your corporation.
It’s a legal requirement for corporations in Canada because the information you provide on the return filing keeps the database of your governing Corporate Regulatory Agency up to date. They in turn, make this information available to the public to let investors, consumers, financial institutions and many others make informed decisions about your corporation.
Pricing and Scope
Corporate Maintenance can vary drastically, which means the complexity of the legal service and therefore the price varies as well. At Goodlawyer, part of our mission is to always provide upfront fixed prices for legal services, so we've scope and priced an Annual Corporate Maintenance product to give founders more transparency and control.
Annual Corporate Maintenance
Starting at $315 + Tax + government filing fees
Where customization efforts exceed the above scope, your Annual Corporate Maintenance moves to the custom tier outlined below.
Custom Annual Corporate Maintenance
Inclusion of any of the below criteria will make your service 'custom':
The above list of custom service indicators is not exhaustive. Your lawyer might still recommend a custom service, but they will always explain and require your approval before proceeding.
What is the process?
- Book a call. Pick a time to discuss your Annual Corporate Maintenance service with a Good Lawyer.
- Work with your lawyer. Provide the information your lawyer needs to complete the annual maintenance, collect signatures from certain shareholders, and finally your corporate return filing.
- Receive a copy of the final submission. You will receive a copy of the Annual Corporate Return proof of filing to include in your updated minute book.
Frequently Asked Questions
How does the Goodlawyer Service Fee work?
Because we believe in transparent pricing, we make our best effort to be upfront about additional fees and how they are calculated.
Will I be able to communicate with my lawyer after the kickoff call?
Yes, absolutely. You can use the Goodlawyer platform to send messages and files. If substantially more communication is needed, your lawyer may request another call.
What's the difference between a corporate return and a tax return?
Your corporate return and tax return are not the same thing. Although both are legally required for corporations in Canada, they report on different things to different government bodies. Goodlawyer DOES NOT file your tax returns, we DO file your corporate returns.
✘ Your tax return:
- Reports the corporation's finances, like revenue, profit, expenses, etc.
- Filed with the Canada Revenue Agency
- Comes with a balance to be paid that will vary depending on your company’s financial declaration and the amount of collected sales tax to be remitted
- Payment is usually due 2 months after the corporation’s fiscal year end
✔ Your corporate return:
- Reports on the corporation’s information, like directors, shareholders, officers, registered offices, etc.
- Filed with the respective corporate registry for your corporation (ex. Corporations Canada for federal incorporations, Ontario Business Registry for ON corporations and extra-provincial registrations, etc.)
- Each jurisdiction has a set filing fee ranging from $10 - $500 depending on the province.
- Corporate returns are usually due within 30 days of your corporation’s anniversary date (a corporate return filing is not required in your corporation’s first year)
Which corporations have to file an Annual Corporate Return?
You must file an Annual Return if your corporation's legal status is "active" (that is not dissolved, discontinued or amalgamated with another corporation). Federally registered corporations can check their status on the Corporations Canada website. If your corporation is provincially registered, book a free Legal Concierge™ service to check its status, or use one of many paid search services available online and through your local registry.
What is the deadline for filing my Annual Corporate Return?
Generally, the deadline for filing an Annual Return is within one month following the corporation’s anniversary month (AB, MB, NB, SK, YK, NU, NWT) or 60 days following a corporation's anniversary date (CAN, BC, PEI). The anniversary date is the date your corporation was formed under a Canadian corporate law statute. You do not have to file an Annual Corporate Return for the year the corporation was formed.
Ontario corporations that have issued shares are required to file an Annual Return within six months of their fiscal/tax year-end. Ontario corporations that have not issued shares are required to file Annual Returns within 60 days of their anniversary date of formation.
The anniversary date can be found on your corporation's Certificate of Incorporation, or Amalgamation or Continuance. Federal corporations can also find their anniversary date on the Corporations Canada website. If your corporation is provincially registered, book a free Legal Concierge™ service to determine your anniversary date, or use one of many paid search services available online or through your local registry.
If I am not currently operating my corporation, do I still have to file?
Yes. Actively conducting business or not, every corporation is legally obligated to file.
If you are no longer operating the corporation and want to dissolve your corporation (that is legally terminate its existence), let your lawyer know and they can provide a custom quote.
If my corporation is small, do I still have to file every year?
Yes. Big or small, every corporation is legally obligated to file. A company's Annual Returns must be filed in consecutive order.
What if we did not hold an annual meeting of shareholders?
Each Canadian corporate law statute requires that all corporations, big and small, hold at least one annual meeting of shareholders every year. At this meeting, the shareholders are required to:
- Receive the financial statements
- Appoint or waive the appointment of an Auditor
- Receive the Auditor's report, if any
- Elect Directors
For corporations with only one or a few shareholders, it is generally more practical to prepare a written resolution rather than to hold a formal meeting. Based on inputs provided by you, Goodlawyer will prepare an annual written resolution that satisfies your annual shareholder meeting requirements under corporate law.
What if I am late filing my annual return?
If you do not file your Annual Return on time, the status of your corporation's annual filings in the online database of your governing Corporate Regulatory Agency will be displayed as "overdue", and your corporation will not be in good standing under your governing corporate law statute. In addition your corporation may be subject to late penalty fees or charges.
Ontario corporations that file Annual Returns after the prescribed filing date will be fined a late filing fee and are subject to cancellation by the Ontario Ministry. PEI corporations that fail to comply with their annual return requirements are deemed to have committed an offence under PEI law, with a maximum penalty of $5,000.
What if I don't file?
Your corporation may be dissolved if it fails to file its Annual Return. You have an obligation to make sure that corporate information is up to date. If your corporation is not filing its Annual Returns, your governing Corporate Regulatory Agency will assume that it is not operating and will take steps to dissolve it (that is legally end its existence).
Dissolution can have serious repercussions, including not having the legal capacity to conduct business. If your corporation is in danger of being dissolved, your governing Corporate Regulatory Agency will usually send a notice warning of the pending dissolution and providing a final opportunity to file your required Annual Returns. This final notice will be sent by post to all valid addresses on file with your governing Corporate Regulatory Agency.
Can I file early (before my anniversary date)?
No. The information on the Annual Return must reflect your corporation's situation on its anniversary date of each year of filing. If you attempt to file the annual return before the anniversary date, it will not be accepted.
Can I do my own minute book maintenance and corporate return filing?
It is possible to file your own Annual Corporate Returns and maintain your minute books yourself. However, it can be a complicated process, especially if your corporation has had an active year. Lawyers are much faster and more effective at maintaining minute books and filing corporate returns, but more importantly, they know exactly what mistakes to avoid and can lower your risk of having a costly error in your books, or on your filing.
If you have a simple corporation with minimal corporate activity, you can likely just go down to your local registry and file your annual return yourself.
Do I need a lawyer in my province?
Generally, no, you don’t need a local lawyer to file an Annual Corporate Return. The differences between the provinces are negligible and any corporate lawyer should be able to provide this service across Canada.
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