- The annual return is filed under the Corporations Information Act with the Ontario Business Registry.
- Annual resolutions are the internal paperwork every corporation is expected to complete each year, whether or not anyone ever sees it outside the company.
Many small-business owners hear "annual filing" and assume there’s one single thing to do each year. In reality, an Ontario corporation has two distinct annual obligations that get confused constantly: the annual return filed with the government, and annual resolutions completed internally. They go to different places, serve different purposes, and doing one doesn’t satisfy the other.
This article separates the two, shows where they overlap, and gives you a simple routine so neither one quietly slips.
The Annual Return: A Government Filing
The annual return is filed under the Corporations Information Act with the Ontario Business Registry. It confirms and updates the information the public registry holds about your corporation — directors, officers, and the registered or head office address.
- Filed with the government, not kept privately.
- Doesn’t require shareholder approval — it’s an administrative confirmation, not a governance decision.
- As of mid-2026, there is no fee to file the Ontario annual return through the Ontario Business Registry (verify the current fee before you file).
Annual Resolutions: Internal Corporate Housekeeping
Annual resolutions are the internal paperwork every corporation is expected to complete each year, whether or not anyone ever sees it outside the company. Both the OBCA and the federal CBCA require an annual meeting of shareholders — or a written resolution signed by all voting shareholders in place of an actual meeting — typically covering:
- Approving the prior year’s financial statements
- Electing (or re-electing) directors
- Appointing, or waiving the appointment of, an auditor
Under the OBCA, the first annual meeting must happen within 18 months of incorporation, and no more than 15 months can pass between one annual meeting and the next. These resolutions live in the corporation’s minute book — they aren’t filed with any government office.
Many small corporations use a unanimous shareholder agreement to change how this actually works in practice — for example, shifting certain decisions from the board to the shareholders directly. Even then, the underlying obligation to document the year’s governance decisions in some form doesn’t go away.
Side-by-Side: How They Differ
| Feature | Annual Return | Annual Resolutions |
|---|---|---|
| Filed with | Ontario Business Registry | Kept internally in the minute book |
| Requires shareholder approval? | No | Yes (or a unanimous written resolution) |
| Purpose | Keeps director/officer/address info current on the public record | Formally approves the past year’s governance decisions |
| Cost | No fee, as of mid-2026 | No government fee |
| Who usually handles it | Whoever manages compliance filings | Directors and shareholders, often with legal help |
What Happens If You Skip Either
Skipping the annual return lets the public registry go stale — a former director may still appear as active, or an old address may be on file, which complicates everything from receiving government notices to closing a sale.
Skipping annual resolutions doesn’t trigger an immediate government penalty, but it leaves the minute book out of date. An out-of-date minute book is one of the most common problems that surfaces during due diligence for financing or a business sale — it raises questions about whether the corporation has actually been governed properly.
Owners sometimes assume that because the annual return has no fee and no meeting requirement, it’s the less important of the two. In practice it’s the opposite for many transactions: a buyer’s lawyer or a lender is far more likely to ask for signed annual resolutions than to check the public registry, since the resolutions are what actually show the corporation’s decisions were properly approved.
Building a Simple Annual Routine
- [ ] Confirm your current directors, officers, and registered address are accurate
- [ ] File the annual return through the Ontario Business Registry
- [ ] Hold (or paper) the annual shareholders’ meeting
- [ ] Approve the prior year’s financial statements
- [ ] Elect directors and appoint or waive an auditor
- [ ] Sign and file the resolutions in the minute book
Doing both together, once a year, keeps the corporation both publicly current and internally in good order.
Frequently asked questions
Does a one-person corporation still need to do both?
Yes. Even a sole director and shareholder corporation still files the annual return with the registry and should still sign annual resolutions confirming the year’s decisions — a unanimous written resolution is easy to complete when there’s only one shareholder.
What if we never actually hold a formal meeting?
That’s normal for most small corporations. A written resolution signed by all voting shareholders can generally replace an in-person meeting, as long as it’s properly documented and kept in the minute book.
Can I file the annual return myself?
Many owners do file it themselves through the Ontario Business Registry. The harder part is usually making sure the underlying information — directors, officers, address — is actually accurate before you confirm it.
Does a numbered company have different annual obligations?
No. A numbered corporation (for example, "1234567 Ontario Inc.") has the exact same annual return and annual resolution obligations as a named corporation — the numbered name affects branding, not compliance.
This is a corporate question
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