What happens if a CBCA corporation misses the annual meeting deadline?

The deadline failure itself is not necessarily fatal — the corporation can still hold a late annual meeting. But repeated annual failures combined with failure to file annual returns triggers administrative dissolution by Corporations Canada under s. 212.

Can a one-shareholder CBCA corporation skip the annual meeting?

Not skip, but replace. A single shareholder can sign a resolution in lieu under s. 142, addressing director election, financials, and auditor — same content, no meeting required.

Must auditor be appointed every year?

Yes, unless the corporation is non-public and all shareholders unanimously consent to dispense with the auditor (s. 163). This unanimous resolution is required annually.

Canada · Canada (Federal / CBCA)

Annual meeting requirements under the CBCA (federal Canadian corporations)

When a CBCA corporation must hold its annual shareholders' meeting (s. 133), how to replace it by unanimous written consent (s. 142), and the notice and quorum rules.

Governing statute

Canada Business Corporations Act, R.S.C. 1985, c. C-44

s. 133	Annual meeting required (within 15 months of last, 6 months of fiscal year-end)
s. 142	Resolution in lieu of meeting (unanimous written consent of shareholders)
s. 135-138	Notice, quorum, voting

At a glance

Annual meeting must be held within 15 months of the previous annual meeting, and within 6 months of the fiscal year end
First annual meeting must be held within 18 months of incorporation
Three core matters: election of directors, presentation of financial statements, appointment or waiver of auditor
Can be replaced by unanimous written consent of shareholders under s. 142
Notice must be sent to shareholders not less than 21 days and not more than 60 days before the meeting (default; subject to bylaws)

CBCA s. 133 deadline structure

Section 133 of the CBCA imposes two simultaneous deadlines for the annual meeting: (a) within 15 months of the previous annual meeting, and (b) within 6 months of the fiscal year end. The latter deadline is usually the binding one in practice. A CBCA corporation with a December 31 fiscal year end must hold its annual meeting by June 30 of the following year, or document it by unanimous written consent of all voting shareholders before that date.

Three required matters

Three substantive matters must be addressed at every annual meeting or in the resolution in lieu: (1) election of directors for the upcoming term; (2) presentation of the financial statements of the previous fiscal year; (3) appointment of an auditor, or unanimous resolution by the shareholders (under s. 163) to dispense with the appointment of an auditor for the upcoming year (only available to non-public corporations).

Resolution in lieu of meeting under s. 142

For private CBCA corporations, the more common path is a resolution in lieu of the annual meeting under s. 142, signed by every shareholder entitled to vote. This satisfies the s. 133 obligation entirely. The resolution must specifically address the three required matters and is filed to the corporation's minute book.

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