Yearly Obligations Of A Corporation

We have prepared a shortlist of the main yearly obligations of your corporation, to ensure that your business complies with its legal obligations and thus avoids penalties, taxes, and more. 

FINANCIAL STATEMENTS AND FILING TAX RETURNS

Every corporation has to prepare yearly financial statements and file a corporate tax return at both the provincial and federal levels within six months of their year-end date. Corporations must also make sure that they pay their corporate taxes 3 months after their financial year-end. Failure to fulfill these obligations will result in the imposition of interest and penalties on the corporation.

SALES TAX RETURN (GST/QST)

Corporations who meet certain requirements need to register for GST/QST and thus collect sales taxes on behalf of Revenue Quebec and the Canada Revenue Agency for the sale of their products and services. Corporations can choose to remit such taxes quarterly or yearly. Click here for more information. It is important to remit your sales taxes on time to avoid heavy penalties from the government.

MINUTE BOOK UPDATE

At each year-end, a corporation is required to update its minute book concerning the following:

  • The approval and ratification of the financial statements;
  • The re-election of the directors and officers of the corporation and other structural changes to the corporation;
  • The update of the shareholders’, directors’ and officers’ registries.

This may not be on your to-do list, but it is very important to maintain an up-to-date and organized business. Click here for more information.

On the other hand, having a numbered corporation avoids the delays and expenses related to name search and name reservation. It is a good option if the name of your business is not that important for your operations, or if you need to incorporate it as fast as possible.

FILING OF THE ANNUAL RETURN AT THE CORPORATE REGISTRY

Every corporation must file their annual at the corporate registry where it is registered. A provincial corporation only has one filing return to do, at the Registraire des entreprises du Québec (the REQ). A federal corporation, on the other hand, has to file 2 annual returns, first at Corporations Canada with a $12 fee, then at the REQ. 

A provincial corporation that fails to file its annual declaration within 6 months of its anniversary date is subject to a penalty. Should it fail to file such a declaration for 2 consecutive years, the REQ may dissolve the business. A business dissolution means that the corporation will no longer exist. To revive the business, the corporation will pay a $200 fee along with other penalty fees. It will also have to file its overdue annual declaration and a request for revival.

If a federal corporation fails to file its annual declaration within 2 consecutive years, Corporations Canada can dissolve the corporation. After such dissolution, the federal corporation will have to go through a similar process to revive the business (payment of penalty fees, filing overdue declarations, and a request for revival with filing fees).

A NUANS search is for one name only and it is valid for 90 days. To avoid costs associated with doing repetitive NUANS searches, it is highly recommended to do a preliminary search. This enables you to search up to 3 business names in the NUANS database and eliminate proposed names with exact matches before you pay for a full NUANS report.

Please note that obtaining a NUANS report does not mean that your name is pre-approved or approved by Corporations Canada. The only way to ensure that that your proposed name is available when you incorporate is to obtain a name pre-approval (free) from Corporations Canada. For this pre-approval, you will need to provide a NUANS report. 

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