A once-a-year checklist to keep your Ontario corporation compliant, current, and financing-ready.
Who this is for + what you'll get: Owners, directors, and officers of an Ontario corporation who want to stay on top of yearly obligations. You'll get a grouped checklist of everything a corporation should do each year — filings, meetings, records, registers, and reviews — with a short "why it matters" on the items people most often miss.
⚖️ This is a general guide, not legal advice. It can't account for your specific situation. Use it to get oriented, then confirm the details with a licensed Ontario lawyer.
Why annual maintenance matters
A corporation isn't "set and forget." It's a living legal entity that must be maintained every year to stay in good standing. Skip the upkeep and you risk lapsed filings, an out-of-date public record, and — at the extreme — involuntary dissolution by the government, which is a real hassle to reverse.
There's a second reason that matters even more day to day: records. The moment you seek a loan, take on an investor, or sell the business, the other side runs due diligence — they comb through your minute book and filings. Clean, current records make that process smooth and protect your value. Messy ones cause delays, price reductions, and sometimes a dead deal.
💡 Set a recurring annual reminder (tie it to your fiscal year-end or incorporation anniversary) and run this checklist each year. An hour of housekeeping now saves days of cleanup later.
1. Government filings
- File the Ontario annual return. This yearly filing confirms or updates the corporation's basic information (directors, officers, registered office).
- Why it matters: It is separate from your tax return — filing your T2 does not file your annual return. Missing it repeatedly can lead to the corporation being dissolved. Verify the current filing method and any fee with the Ontario Business Registry.
- Update the Business Registry on any changes that happened during the year — new or departed directors, a change of officers, or a new registered office address — within the required timeframe.
2. Annual meetings (or resolutions in writing)
- Hold the annual shareholders' meeting (or have shareholders sign a written resolution in its place). This typically approves the financial statements and elects directors.
- Hold the annual directors' meeting (or sign written resolutions) to handle director-level business — appointing officers, declaring any dividends, and approving the year's key decisions.
- Why it matters: Most small corporations don't gather in a boardroom — they sign resolutions in writing instead. That's fine, but the resolutions still need to be done and filed in the minute book. Skipping them leaves a gap auditors and buyers will notice.
3. The minute book
- Update the minute book with the year's resolutions, signed consents, and any new documents.
- Update the registers — directors, officers, and shareholders — so they reflect reality.
- Record any share transactions (new shares issued, transfers, redemptions) in the share register.
- Why it matters: The minute book is the first thing a lender, investor, or buyer asks to see. An incomplete or out-of-date book is the most common — and most avoidable — problem found in due diligence.
4. Transparency register (individuals with significant control)
- Maintain and update the register of individuals with significant control (ISC). This is a transparency register identifying who really owns or controls the corporation. Privately held Ontario corporations are required to keep one current.
- Why it matters: This register must be reviewed and updated regularly (and whenever control changes), not just created once. It's a real, ongoing obligation — don't let it go stale.
5. Canada Revenue Agency filings
- Confirm your corporate income tax (T2) return is filed for the year — every corporation files a T2, even with no income or activity.
- Confirm HST returns are filed and remittances are up to date (if registered).
- Confirm payroll remittances and year-end slips are filed (if you have employees).
- Why it matters: These are usually handled by your accountant — but as a director, confirm they're actually done. Verify current rates, thresholds, and deadlines with the CRA, as they change.
6. Licences, permits, and insurance
- Renew business licences and permits — municipal (Mississauga, Toronto, etc.), provincial, and industry-specific — before they expire.
- Review your insurance — commercial general liability, professional liability (E&O), property, cyber, and directors' & officers' (D&O) coverage — and update limits as the business grows.
- Why it matters: Coverage that fit a one-person startup may be dangerously thin two years and ten employees later. A yearly review keeps protection in step with risk.
7. A quick housekeeping review
- Confirm the registered office address and contact details are current everywhere they appear.
- Confirm director and officer information is accurate on the public record and in the minute book.
- Confirm any shareholder agreement still reflects reality (new owners? departures? changed plans?).
- Confirm signing authorities and bank mandates match who's actually authorized.
📌 The "financing-ready" test: If a lender or buyer asked for your records tomorrow, could you hand over a complete, current minute book, up-to-date registers, your last annual return, and proof of tax filings — without scrambling? If yes, your maintenance is working. If not, this checklist tells you exactly what to fix.
What's next
Run this checklist once a year and keep a simple compliance calendar of your deadlines (annual return, tax filings, licence renewals, insurance review). If you've fallen behind — missed annual returns, a minute book that hasn't been touched since incorporation, a stale ISC register — don't panic. These are routine to clean up, and far easier to fix before a financing or sale than during one.
How Treadstone Law can help
Treadstone Law keeps Ontario corporations in good standing — annual returns, annual resolutions, minute-book and register updates, ISC register maintenance, and minute-book cleanups before a financing or sale. We're digital-first and offer corporate maintenance at predictable, flat fees, so staying compliant is one less thing to worry about.
- Start your file online at treadstonelaw.ca/start-file
- See flat-fee pricing at treadstonelaw.ca/pricing
- Learn more about our business services at treadstonelaw.ca/corporate
- Behind on filings? Call 1-844-900-1070 and we'll help you catch up.
This is not legal advice
This guide is general information, not legal advice. Reading it does not create a lawyer-client relationship. Ontario laws, tax rates, and government programs change, and how the law applies depends on your specific facts. For advice about your situation, speak with a licensed Ontario lawyer. Treadstone Law is licensed by the Law Society of Ontario — reach us at 1-844-900-1070 or start a file online.