Corporate Compliance Checklist for Canada: What Every Corporation Must Do Each Year

Incorporating a company in Canada is a beginning, not a destination. Whether your corporation exists under the Ontario Business Corporations Act (OBCA) or the Canada Business Corporations Act (CBCA), it carries ongoing legal obligations every year it remains alive — annual resolutions, government filings, registers that must be kept current, and tax accounts that must stay in good standing.

Most business owners never hear about these obligations after the incorporation papers are signed. Nothing reminds you, no invoice arrives, and for years nothing appears to go wrong. The problems surface later, at the worst possible moment: a bank asks for corporate records before advancing a loan, a buyer's lawyer starts due diligence, or a government registry quietly dissolves the corporation for non-filing.

This corporate compliance checklist walks through what Canadian corporations are actually required to do, when to do it, and what happens when it gets missed.

Both the OBCA and the CBCA require corporations to hold an annual meeting of shareholders — or, as is standard practice in privately held corporations, to pass written resolutions in place of a meeting. Each year, the directors and shareholders should document:

• Approval of the corporation's annual financial statements
• Election or re-election of directors
• Appointment of the corporation's accountant, and the shareholders' waiver of an audit where the statutes permit it (common in private corporations)
• Confirmation of officers and ratification of the acts of directors and officers for the year

Beyond the annual set, certain decisions require resolutions whenever they happen: declaring dividends, paying management bonuses, issuing or transferring shares, authorizing significant borrowing, and approving major contracts.

All of these documents live in your corporate minute book — the official record we cover in depth in a separate guide. The habit that separates well-run corporations from problem files is simple: resolutions are prepared when events happen, not reconstructed years later under pressure from a lender or buyer.

An annual return is a corporate filing, not a tax filing — and confusing the two is one of the most common compliance failures in Canada.

Ontario corporations file an annual return through the Ontario Business Registry, confirming basic corporate information such as the registered office and directors. For years this filing was bundled into the corporate income tax return, which is why many owners assume their accountant still handles it. Since the launch of the Ontario Business Registry, it is a separate filing — one that many corporations have unknowingly stopped making.

Federal corporations file an annual return with Corporations Canada each year, tied to the anniversary of incorporation. A federal corporation operating in Ontario also has provincial registration obligations, so it typically maintains filings in both systems.

In both regimes, corporations must also file notices when key information changes — a new director, a resignation, or a change of registered office address — within short prescribed timelines. Registries rely on this information being current, and so do the lenders, courts, and counterparties who search it.

The most significant recent trend in Canadian corporate compliance is beneficial ownership transparency — governments requiring corporations to identify the real people who ultimately own or control them.

Federally, the CBCA requires private corporations to maintain a register of individuals with significant control (ISC) — generally, individuals who own or control a significant percentage of the corporation's shares, directly or indirectly, or who otherwise have influence amounting to control in fact. Federal corporations must now also file this information with Corporations Canada, and portions of it are publicly searchable.

Ontario has followed with its own requirement: privately held OBCA corporations must prepare and maintain a transparency register identifying individuals with significant control. Ontario's register is not filed publicly, but it must be kept with the corporate records and produced to law enforcement, tax, and regulatory authorities on request.

Both regimes require corporations to take reasonable steps to keep the register accurate and to update it when ownership or control changes. Non-compliance carries meaningful penalties — including potential personal exposure for directors and officers. If your corporation has never prepared one, it is likely offside today.

A corporation is created under the laws of one jurisdiction, but Canadian businesses rarely stay inside those lines. When a corporation carries on business in a province other than the one where it was incorporated — an office, employees, a warehouse, or in some cases sustained local sales activity — it generally must register extra-provincially in that province.

An Ontario corporation opening a location in Alberta needs an Alberta registration. A federal corporation must register in each province where it carries on business, including its home province. Some provinces have agreements that simplify or waive registration between them, and the definition of carrying on business varies — so the analysis should be done before expansion, not after.

Related, and often forgotten: if the corporation operates under any name other than its exact legal name, that business name generally must be registered as well — and those registrations expire and require renewal.

Corporate compliance runs on two parallel tracks: the corporate registry track and the Canada Revenue Agency track. The CRA side includes:

• Corporate income tax: corporations must file a corporate income tax return every year — even with no income and no activity
• GST/HST: registration is required once taxable revenues exceed the small supplier threshold, and returns must be filed on the assigned schedule
• Payroll: corporations with employees must maintain a payroll account, withhold source deductions, and remit them on time
• Information returns: dividends and certain other payments to shareholders trigger annual information filings

The stakes on this track are personal. Directors can be held personally liable for unremitted source deductions and unremitted HST. Keeping CRA accounts current is not just a corporate obligation — it is directors' self-protection.

Administrative dissolution: Registries can cancel a corporation that fails to file its annual returns. A dissolved corporation ceases to exist — its contracts, bank accounts, and insurance coverage are all thrown into question, and its property can ultimately pass to the Crown. Revival is usually possible, but it takes time and money at precisely the moment the corporation needs to act.

Stalled financings and sales: Lenders and buyers verify compliance before closing. Missing annual resolutions, an out-of-date minute book, or an unprepared transparency register become conditions, holdbacks, or price reductions — and occasionally deal-breakers.

Director and officer exposure: Directors face potential personal liability for certain unremitted taxes, for transparency register failures, and for corporate decisions that were never properly authorized or documented.

Compounding cleanup costs: Every year of neglect adds another layer of resolutions to reconstruct, filings to bring current, and unanswered questions. Compliance is dramatically cheaper as a routine than as a rescue.

Use this as your working corporate compliance checklist. Once a year — many corporations tie this to the completion of their financial statements — work through the annual items:

1. 1.Prepare and sign annual directors' and shareholders' resolutions
2. 2.File the Ontario or federal annual return, and confirm who is responsible for it — you, your accountant, or your lawyer
3. 3.Review the transparency or ISC register and update it if ownership or control has changed
4. 4.Confirm the registry's record of directors, officers, and registered office matches reality
5. 5.Confirm corporate tax, HST, and payroll filings are current with the CRA
6. 6.Renew any business name registrations coming due

Then treat each of these events as a compliance trigger whenever it happens:

• Shares are issued, transferred, or redeemed
• A director or officer joins or leaves
• The registered office moves
• The business expands into a new province
• A dividend, bonus, or shareholder loan is paid
• The corporation takes on significant financing

At Lamba Law, we handle this work for corporations across the GTA — annual resolutions, registry filings, transparency registers, and bringing neglected records back into good standing. If you are not certain your corporation is current, a compliance review is far cheaper than discovering the answer in the middle of a financing or a sale.