- Both the Ontario Business Corporations Act (OBCA) and the federal Canada Business Corporations Act (CBCA) require a corporation to hold an annual meeting of shareholders.
- Even when a corporation uses the written-resolution alternative instead of an actual meeting, the underlying timing requirement doesn't disappear.
- A typical annual meeting, whether held in person or handled by written resolution, deals with a standard set of business: - Reviewing the corporation's financial statements for the past…
If you incorporated your Ontario business a few years ago and have never held anything resembling an "annual general meeting," you're not alone, and you may not be offside the law. Ontario corporate law does require an annual meeting of shareholders, but it also gives small and closely held corporations a well-used shortcut that avoids the formality of an actual meeting.
Here's what the requirement actually says, what a real AGM covers, and how most small Ontario corporations satisfy it without ever booking a boardroom.
Yes, an AGM Is Legally Required — With a Built-In Alternative
Both the Ontario Business Corporations Act (OBCA) and the federal Canada Business Corporations Act (CBCA) require a corporation to hold an annual meeting of shareholders. Both statutes also allow the corporation to skip the actual meeting if all shareholders entitled to vote sign a written resolution dealing with everything the meeting would otherwise cover. For a corporation with one owner, or a small group of owners who are all on the same page, this written-resolution route is by far the more common approach in practice.
The Timing Rule You Still Have to Follow
Even when a corporation uses the written-resolution alternative instead of an actual meeting, the underlying timing requirement doesn't disappear. As of mid-2026, under the OBCA, a corporation must hold its first annual meeting, or complete the equivalent written resolution, within 18 months of incorporation, and no more than 15 months can pass between one annual meeting and the next. Governance rules like this can be updated by the legislature, so it's worth confirming the current requirement before you rely on it.
What an AGM (or Its Written Equivalent) Actually Covers
A typical annual meeting, whether held in person or handled by written resolution, deals with a standard set of business:
- Reviewing the corporation's financial statements for the past year
- Electing, or re-electing, directors
- Appointing an auditor, or in many small corporations, formally waiving the auditor requirement
- Any other business the directors or shareholders want to raise
The Written Resolution Alternative — How It Works
To use the written-resolution shortcut instead of holding a meeting, a corporation generally needs:
- [ ] Every shareholder entitled to vote to sign, not just a majority
- [ ] A resolution that covers everything a meeting on the same matters would have covered
- [ ] The signed resolution kept in the corporate minute book as the official record
If even one voting shareholder won't sign, the corporation can't rely on this shortcut for that year and needs to hold an actual meeting instead.
When You Can't Use the Written Resolution Shortcut
If your corporation has multiple shareholders who don't necessarily agree on everything, unanimous written consent may not be realistic every year. In that case, the corporation needs to actually convene and hold a meeting that satisfies the applicable quorum and notice requirements, rather than relying on the shortcut. This is one more reason larger or more contentious shareholder groups benefit from properly documented governance procedures rather than defaulting to informal practices.
Why This Gets Overlooked — and Why It Matters
Many small-business owners never think about their AGM obligation because there's no annual government filing that specifically checks for it — it's separate from the Corporations Information Act annual return most Ontario corporations already file. But an out-of-date or missing annual-meeting record is exactly the kind of gap that surfaces later, during due diligence for a sale, a financing application, or a dispute between shareholders, when someone actually goes looking through the minute book.
Frequently asked questions
What happens if we just never held one?
The corporation is technically offside the OBCA or CBCA's annual meeting requirement, but in practice, most small corporations catch up by preparing the missed years' resolutions retroactively, properly dated and signed, once the gap is noticed, and building better habits going forward.
Do we need a lawyer to run our AGM?
Not for a straightforward, closely held corporation using the written-resolution route — many small businesses handle this themselves once the paperwork is set up correctly. It's worth having a lawyer review or prepare the template resolutions the first time, so future years are simple to repeat.
Does a one-person corporation still need to do this?
Yes. Even a corporation with a single director and shareholder still needs the annual documentation — it's just simpler, since that one person can sign the written resolution alone.
Is the annual meeting the same as the annual return we file with the government?
No. The annual meeting, or written resolution, is an internal governance step. The Corporations Information Act annual return is a separate filing to the public registry confirming basic corporate information like directors and registered office address.
Does it matter if our corporation has never appointed an auditor?
Many small Ontario corporations use the annual resolution process to formally waive the requirement to appoint an auditor, which is common and generally straightforward, rather than actually engaging one. If this waiver hasn't been part of your annual documentation, it's worth adding going forward.
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