Three obligations get confused with each other: the Ontario annual return, the T2 corporate tax return, and the annual resolutions in your minute book. They go to three different places and doing one does not do the others. Missing the Ontario one is the most common, because nothing arrives to remind you.
Our charges include applicable taxes. Disbursements are extra and billed at cost — itemized upfront, in writing, never hidden.
From $1,128.87 taxes included
Every Ontario corporation files an annual return through the Ontario Business Registry within six months of its fiscal year end. There is no Ministry fee to file it online. It confirms the corporation's information as at the filing date — registered office, directors, officers.
It used to travel with your T2 through the CRA. That stopped in May 2021. If anyone tells you the annual return "goes with the corporate tax return", their information is five years out of date, and that misunderstanding is the single most common reason Ontario corporations are years behind on the public record without realising it.
Separately, and regardless of the annual return, changes to directors, officers or the registered office must be reported within 15 days of the change. The annual return is a confirmation, not a substitute for those filings.
The T2 corporate income tax return is filed with the CRA within six months of the fiscal year end, whether or not the corporation earned anything. A dormant corporation still files a T2. So does a company that lost money.
The payment deadline is earlier than the filing deadline, which catches people out every year. Corporate tax owing is generally due two months after year end, or three months for a Canadian-controlled private corporation claiming the small business deduction. Interest runs from that date whether or not the return has been filed.
Then whatever else applies to your business: HST returns on the frequency the CRA assigned you, payroll source deduction remittances and T4s, and T5 slips for dividends paid. These are CRA obligations rather than corporate law ones, and your accountant should own that calendar — but the director is the one on the hook for unremitted amounts.
Each year the shareholders should approve the financial statements, appoint or reappoint the directors, and deal with the auditor. An Ontario corporation that does not offer securities to the public can dispense with an audit by unanimous consent of the shareholders — but that consent has to be given, recorded, and renewed each year rather than assumed once and forgotten.
The directors appoint the officers, and every dividend needs a directors' resolution declaring it, dated on or before the day it is paid. Producing a resolution in March for a dividend taken last July is precisely the pattern that fails under examination.
This is maybe an hour of work a year. It is also the difference between a minute book that survives a buyer's due diligence and one that costs you weeks of scramble and real negotiating leverage when you finally sell.
A late Ontario annual return leaves the public record wrong, which surfaces the moment a lender, a buyer or a commercial landlord runs a corporate profile and sees directors who left years ago. Persistent failure to file under the Corporations Information Act can lead the Ministry to cancel or dissolve the corporation.
A dissolved corporation is a serious problem, not a paperwork one. It cannot sue, it cannot cleanly hold or transfer property, and banks freeze accounts once they notice. Revival is possible, and it is slower and more expensive than filing on time would have been.
Late T2 returns attract a penalty on the balance owing plus daily compound interest, and the penalty escalates for repeat lateness. If you are behind, filing everything at once is almost always better than waiting until you can afford to pay — the filing penalty and the payment interest are separate charges.
No, and this is the most common misunderstanding in Ontario corporate compliance. The T2 is a tax return filed with the CRA. The Ontario annual return is a corporate information filing made through the Ontario Business Registry within six months of your fiscal year end, with no Ministry fee online. They were bundled together until May 2021. They are not any more, and many corporations have not filed an Ontario annual return since.
Yes. A corporation with no activity still files a T2 for each fiscal year and still files its Ontario annual return. It still needs annual resolutions and its registers still have to be accurate. If a corporation genuinely has no future use, dissolving it deliberately is cheaper and safer than letting it lapse and be cancelled — an involuntary dissolution creates problems with any assets still sitting in it.
Fix the Ontario record first: file the outstanding annual returns and report the director, officer and address changes that were missed. Then get the T2 returns filed — the late-filing penalty is charged on tax owing, so a corporation with no tax payable is usually in less trouble than it fears. If the corporation has already been cancelled or dissolved for non-filing, it has to be revived before it can do business, hold property or sue.
An Ontario corporation that does not offer its securities to the public can dispense with an audit if all shareholders consent — including shareholders who otherwise have no vote. The consent has to be recorded and renewed rather than granted once and forgotten. Most owner-managed corporations use this exemption and have their accountant prepare unaudited financial statements instead.
Our corporate work starts at $1,128.87, taxes included, published on our pricing page. Ministry fees are extra and billed at cost, though the Ontario annual return itself carries no filing fee when filed online.
Open your file tonight — a licensed Ontario lawyer will confirm everything with you by tomorrow.