A lot has happened in the past year and it is easy to forget about maintaining corporate records. This serves as a reminder that non-profits that are subject to the Canada Not-for-profit Corporations Act (the “CNCA”) are required to file an annual return with Corporations Canada every year within 60 days following their anniversary date (i.e., the date upon which they were incorporated or continued under the CNCA).
This requirement is separate from a charity’s obligation to file its T3010 registered charity information return with the Canada Revenue Agency.
Annual returns that are not filed on time will be indicated as “overdue” on Corporations Canada’s records and this information is made public. Corporations with overdue annual returns will not be ‘in good standing’ and will be unable to obtain a Certificate of Compliance until the overdue annual return(s) are filed. Certificates of Compliance are a requirement to obtaining charitable status (if the organization has been operating for over 5 years) and are often a transactional requirement when organizations plan to merge.
Failure to file an annual return for two (2) consecutive years, could result in the corporation being struck (involuntary dissolution) by Corporations Canada.
If a corporation has not filed its annual returns for several years and has not yet been struck by Corporations Canada, it is only required to file the last two (2) years of annual returns in order to bring the corporations’ status into good standing.
Annual returns can be filed online or one of our non-profit experts would be pleased to assist.
With thanks to Rosie Fiorentino for her contributions to this article.