Annual Corporate Records
A corporation's yearly records in one set: the resolutions of the shareholders and of the directors that take the place of the annual meeting, the registers of directors, officers, shareholders and significant individuals, and the year's filing deadlines worked out from the incorporation date.
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Filing calendar for 2026
| What | When | Rule |
|---|---|---|
| Annual return and individuals with significant control filed with Corporations Canada | March 4, 2026 to May 3, 2026 | Canada Business Corporations Act s. 263, 21.21; Corporations Canada |
| Annual meeting of shareholders called, or a written resolution signed by all voting shareholders dealing with all its business | By June 30, 2026 | Canada Business Corporations Act s. 133, 142 |
| Register of individuals with significant control reviewed | At least once in each financial year | Canada Business Corporations Act s. 21.1 (2) |
| Auditor not appointed only if all shareholders, voting or not, consent (valid until the next annual meeting) | Each year | Canada Business Corporations Act s. 163 |
Dates count from the anniversary of the date the company was incorporated, amalgamated or continued. Check your articles and any shareholder agreement for other dates.
Sample figures. Change them to work out your own, no sign-up.
What goes in it
Every annual corporate records from ReportDraft follows the same professional structure, so clients and reviewers find things where they expect them.
- DirectorsName, Address, Director since, Consent to act on file
- OfficersName, Office
- ShareholdersName, Class of shares, Number of shares, Voting
- Significant individualsName, Date of birth, Address, Citizenship or permanent residence, Resident in Canada for tax, Became significant, How they are significant
- Resolutions of the shareholdersThe shareholders' written resolutions for the year.
- Resolutions of the directorsThe directors' written resolutions for the year.
- NotesAnything else for the minute book this year: changes of address, share transfers, directors who resigned.
How it works
1. Enter the details. Names, dates and amounts, once. The next one starts from these entries.
2. Worked out for you. The year's filing dates are worked out from the incorporation date, and the standard wording is filled in.
3. Check, sign, keep. A completeness list shows anything missing. Sign to lock the PDF and download Word too.
Why it pays for itself
What Canadian federal rules require
- A federal business corporation files its annual return and its information on individuals with significant control with Corporations Canada within 60 days following the anniversary of its incorporation, amalgamation or continuationCanada Business Corporations Act s. 263 ยท Corporations Canada: Annual return, business corporations
- The directors call an annual meeting of shareholders no later than 15 months after the last one and no later than 6 months after the end of the preceding financial yearCanada Business Corporations Act s. 133 (1)
- A resolution in writing dealing with all the matters required at a meeting of shareholders, signed by all the shareholders entitled to vote at that meeting, satisfies the Act's requirements for that meeting, and a copy is kept with the minutes of shareholders' meetingsCanada Business Corporations Act s. 142 (1) (b) and (2)
- 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 directorsCanada Business Corporations Act s. 117
- The shareholders of a corporation that is not a distributing corporation may resolve not to appoint an auditor, but only with the consent of all the shareholders, including those not otherwise entitled to vote, and the resolution is valid only until the next annual meetingCanada Business Corporations Act s. 163
- At every annual meeting the directors place before the shareholders comparative financial statements, the auditor's report if any, and any further information the articles, by-laws or a unanimous shareholder agreement requireCanada Business Corporations Act s. 155 (1)
- The corporation keeps a register of individuals with significant control (name, date of birth, addresses, citizenship, tax residence, when and how each is significant), reviews it at least once in each financial year, and records new information within 15 days of learning itCanada Business Corporations Act s. 21.1 (1) to (3)
- The corporation sends Corporations Canada its significant individuals information every year, and changes within 15 days after recording themCanada Business Corporations Act s. 21.21 (1)
- The corporation keeps its articles and by-laws, the minutes and resolutions of shareholders and of directors, notices of directors and a securities register, and keeps its accounting records for six years after the end of the financial year they relate toCanada Business Corporations Act s. 20 (1), (2) and (2.1)
A corporation incorporated under the Canada Business Corporations Act has the same yearly duties wherever in Canada it does business: an annual meeting of shareholders, or written resolutions that take its place, financial statements before the shareholders, a register of individuals with significant control, and an annual return to Corporations Canada. Here is each rule with a link to the official text.
Written resolutions instead of a meeting
Most small federal corporations do not hold a live annual meeting. Instead, every shareholder entitled to vote signs written resolutions that deal with all of the meeting's business: receiving the financial statements, electing the directors and dealing with the auditor. Signed by all of them, the written resolutions satisfy the Act's requirements for that meeting, and a copy is kept with the minutes.
The directors can act the same way: a resolution in writing signed by all the directors entitled to vote is as valid as one passed at a meeting, and it goes in the minute book with the directors' minutes.
When the annual business is due
The annual meeting, or the written resolutions that replace it, comes no later than 15 months after the last one and no later than 6 months after the end of the previous financial year. For a December year end, that means by June 30.
The annual return goes to Corporations Canada within 60 days following the anniversary of the date the corporation was incorporated, amalgamated or continued, together with its information on individuals with significant control.
No auditor: everyone signs
A corporation that is not a distributing corporation can do without an auditor, but only if every shareholder consents, including shareholders whose shares do not otherwise vote. The decision lasts only until the next annual meeting, so it is renewed every year.
The register of individuals with significant control
The corporation keeps a register of the individuals with significant control over it, with each one's name, date of birth, addresses, citizenship, tax residence, when they became or stopped being significant and how. It is reviewed at least once in every financial year, new information is recorded within 15 days, and the information is sent to Corporations Canada every year and within 15 days of a change.
Common mistakes
- Having only the voting shareholders sign the decision not to appoint an auditor: every shareholder must consent.
- Treating last year's auditor waiver as permanent: it lasts only until the next annual meeting.
- Filing the annual return but not the significant individuals information that goes with it.
- Signing the year's resolutions after the deadline set by the financial year end.
Sources
- Canada Business Corporations Act s. 263, checked October 24, 2026
- Corporations Canada: Annual return, business corporations, checked October 24, 2026
- Canada Business Corporations Act s. 133 (1), checked October 24, 2026
- Canada Business Corporations Act s. 142 (1) (b) and (2), checked October 24, 2026
- Canada Business Corporations Act s. 117, checked October 24, 2026
- Canada Business Corporations Act s. 163, checked October 24, 2026
- Canada Business Corporations Act s. 155 (1), checked October 24, 2026
- Canada Business Corporations Act s. 21.1 (1) to (3), checked October 24, 2026
- Canada Business Corporations Act s. 21.21 (1), checked October 24, 2026
- Canada Business Corporations Act s. 20 (1), (2) and (2.1), checked October 24, 2026
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. Provincial and territorial rules can add to these.
Annual corporate records rules by province
The key rule in each province or territory, linked to the official text. Each guide lists every rule with its sources, and each template is set up for that province or territory. Last reviewed October 25, 2026.
| Province or territory | Key rule | Official source |
|---|---|---|
| AlbertaTemplate | An annual meeting within 15 months of the last one | Business Corporations Act (Alberta) s. 132 (1) |
| British ColumbiaTemplate | The annual report within 2 months after the anniversary | Business Corporations Act s. 51 |
| ManitobaTemplate | An annual meeting within 15 months of the last one | The Corporations Act s. 127 |
| New BrunswickTemplate | An annual meeting within 15 months of the last one and 6 months of the year end | Business Corporations Act (New Brunswick) s. 85 (1) and (4) |
| Newfoundland and LabradorTemplate | An annual meeting within 15 months of the last one | Corporations Act s. 217 |
| OntarioTemplate | The annual return within 6 months after the year end | Corporations Information Act s. 3.1 (1) |
| SaskatchewanTemplate | An annual meeting within 15 months of the last one | The Business Corporations Act, 2021 s. 11-2 |
Template preview
Questions
What goes in an annual corporate records?
A corporation's yearly records in one set: the resolutions of the shareholders and of the directors that take the place of the annual meeting, the registers of directors, officers, shareholders and significant individuals, and the year's filing deadlines worked out from the incorporation date. ReportDraft lays it out in 7 sections: directors, officers, shareholders, significant individuals, resolutions of the shareholders, resolutions of the directors, notes.
Do my province or territory's rules change the document?
Pick your province or territory when you start. Where we have checked a local requirement against official sources, it is added to your completeness list with a link to the source.
Can I change the wording?
Yes. The standard wording is a starting point: edit any sentence before you sign. The figures and dates are worked out again from your entries every time.
What do I get at the end?
A signed, locked PDF for your client and an editable Word file, both with your company details. Signed reports keep a fingerprint so later changes are visible.
Do we have to hold an annual meeting?
No. Written resolutions signed by all the shareholders entitled to vote, dealing with all the meeting's business, satisfy the Act's requirements for the meeting.
When is the federal annual return due?
Within 60 days following the anniversary of the date the corporation was incorporated, amalgamated or continued.
Who must sign to skip the auditor?
All the shareholders, including those whose shares do not otherwise carry a vote. It lasts until the next annual meeting.
Part of Corporate records
Corporate records: every report and plan