LOCAL RULES

Ontario annual corporate records requirements

Your Ontario annual corporate records have 6 rules to meet. ReportDraft puts every one on your checklist and checks your draft before you sign.

  • The annual return within 6 months after the year end
  • An annual meeting within 15 months of the last one
  • Written resolutions signed by every voting shareholder
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A corporation under Ontario's Business Corporations Act has yearly duties of its own: an annual meeting of shareholders or written resolutions in its place, financial statements before the shareholders, an auditor or a signed exemption, a register of individuals with significant control checked every year, and an annual return filed with the province. Here is each rule with a link to the official text.

Last reviewed October 24, 2026 against the official sources listed below.

Annual corporate recordsONTARIO / FREE CALCULATOR

Filing calendar for 2026

WhatWhenRule
Annual return filed with the Ministry under the Corporations Information ActBy June 30, 2026, the deadline for the tax return for the year ended December 31, 2025Corporations Information Act s. 3.1; O. Reg. 400/21 s. 3; Income Tax Act s. 150 (1) (a)
Annual meeting of shareholders, or a written resolution signed by all voting shareholders dealing with all its business, with financial statements for a period ended not more than 6 months beforeBy June 30, 2026Business Corporations Act s. 94 (1) (a), 104 (1), 154 (1) (a)
Register of individuals with significant control checked to be accurate, complete and up to date; new information recorded within 15 daysAt least once in each financial yearBusiness Corporations Act s. 140.2 (3), (4)
No auditor only if the corporation is not an offering corporation and all shareholders consent in writing, for that financial yearEach financial yearBusiness Corporations Act s. 148
Notice of change for a change in filed information (directors, officers, addresses)Within 15 days after the changeCorporations Information Act s. 4 (1)

The annual return date counts from the financial year end; the meeting date from the last annual meeting and the year end. Check your articles and any shareholder agreement for other dates.

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What Ontario requires

  • Every Ontario corporation files an annual return with the Minister each year; a corporation that files a federal tax return delivers it within the time for that tax return for its last completed taxation year, which is 6 months after the year endCorporations Information Act s. 3.1 (1) · O. Reg. 400/21 s. 3 (2) and (3) · Income Tax Act s. 150 (1) (a)
  • The directors call an annual meeting of shareholders not later than 18 months after the corporation comes into existence, and after that not later than 15 months after the last annual meetingBusiness Corporations Act (Ontario) s. 94 (1) (a)
  • A resolution in writing dealing with all the matters required at a meeting of shareholders, signed by all the shareholders entitled to vote at it, satisfies the Act's requirements for that meeting; a copy is kept with the minutes. A corporation that is not an offering corporation may instead use one signed by holders of a majority of the voting shares where all the business is by ordinary resolution, and then notifies the voting shareholders who did not sign within 10 business daysBusiness Corporations Act (Ontario) s. 104 (1) to (4)
  • A resolution in writing signed by all the directors entitled to vote on it is as valid as if passed at a meeting of directors, and a copy is kept with the minutes of the directorsBusiness Corporations Act (Ontario) s. 129 (1) and (2)
  • The directors place before each annual meeting financial statements for the last completed financial year ending not more than 6 months before the meeting, and the auditor's report, if anyBusiness Corporations Act (Ontario) s. 154 (1)
  • A corporation that is not an offering corporation is exempt from appointing an auditor for a financial year if all of the shareholders consent in writing to the exemption for that yearBusiness Corporations Act (Ontario) s. 148
  • The corporation keeps a register of individuals with significant control (name, date of birth, address, tax residence, when they became or ceased to be significant and how), takes reasonable steps at least once each financial year to keep it accurate, complete and up to date, and records new information within 15 daysBusiness Corporations Act (Ontario) s. 140.2 (1), (3) and (4)
  • The corporation keeps its articles and by-laws, minutes and resolutions of shareholders and of directors, a register of directors, a securities register, a register of ownership interests in land and the significant individuals register, at its registered office or another place in Ontario the directors chooseBusiness Corporations Act (Ontario) s. 140 (1) and (2)
  • A notice of change is filed for every change in the information filed under the Corporations Information Act, such as directors, officers or addresses, within 15 days after the changeCorporations Information Act s. 4 (1)

Written resolutions instead of a meeting

Most small Ontario corporations sign written resolutions instead of holding a live annual meeting. A resolution in writing that deals with all the meeting's business and is signed by every shareholder entitled to vote satisfies the Act's requirements for that meeting. A corporation that is not an offering corporation may use one signed by a majority of the voting shares when all the business is ordinary resolutions, but must then send the shareholders who did not sign a written notice within 10 business days.

The directors act the same way: a resolution signed by all the directors entitled to vote is as valid as one passed at a meeting. Copies of both go in the minute book.

When the year's business is due

The annual meeting, or the resolutions that replace it, comes within 15 months of the last one (18 months after incorporation for the first), and the financial statements placed before it cover a period ending no more than 6 months earlier. With a December 31 year end and yearly statements, that means by June 30.

The annual return goes to the Ministry under the Corporations Information Act within the time for the corporation's tax return for its last completed taxation year: 6 months after the year end. Changes to directors, officers or addresses are filed within 15 days.

No auditor: everyone consents, every year

A corporation that is not an offering corporation can skip the auditor for a financial year only if every shareholder, voting or not, consents in writing to the exemption for that year. Last year's consent does not carry over.

The registers

The minute book holds the articles and by-laws, the minutes and resolutions, a register of directors, a securities register, a register of ownership interests in land, and a register of individuals with significant control. The significant control register is checked at least once in each financial year, and new information is recorded within 15 days.

Common mistakes

  • Having only the voting shareholders sign the auditor exemption: every shareholder must consent in writing.
  • Treating last year's auditor exemption as permanent: it covers one financial year.
  • Using a majority written resolution without sending the 10-business-day notice to the shareholders who did not sign.
  • Waiting for the anniversary to file the annual return: in Ontario it follows the tax return deadline, 6 months after the year end.
  • Never checking the significant control register after setting it up.

Sources

Last reviewed October 24, 2026. Next review due January 24, 2027. This page explains published rules to help you write your report. It is not legal advice; the official text linked above governs.