Annual return filing for an Ontario (OBCA) corporation
Ontario corporations file an annual return with the Ontario Business Registry under OBCA s. 117. As of October 2021, the filing is handled through the Ontario Business Registry directly (no longer attached to the federal T2 tax return) and there is no fee for OBCA corporations.
| OBCA s. 117 | Annual return required |
|---|---|
| Filing authority | Ontario Business Registry (Service Ontario) |
| Form | Annual Return, online |
| Deadline | Within six months after fiscal year end |
| Filing fee | No fee for OBCA corporations |
| Late consequences | Cancellation after sustained non-filing under OBCA s. 241 |
| Revival | OBCA s. 241(5) within 20 years |
- Filed online through the Ontario Business Registry (Service Ontario)
- No filing fee for OBCA corporations as of the 2021 registry modernization
- Due within six months after the corporation's fiscal year end
- Confirms registered office, directors, officers, and corporate particulars
- Cancellation under OBCA s. 241 follows sustained non-filing; revival available for 20 years
What OBCA s. 117 requires
Section 117 of the Business Corporations Act (Ontario) requires every Ontario corporation to file an annual return within six months after each fiscal year end. The return confirms the registered office, directors, officers, and other corporate particulars. As of October 2021, filings go through the Ontario Business Registry directly. Before that date, annual returns were filed alongside the federal T2 corporate income tax return through the Canada Revenue Agency, which created friction between corporate and tax compliance calendars.
No fee, but real consequences for non-filing
Ontario does not charge a fee for OBCA annual returns, which is unusual among Canadian provinces. The absence of a fee is not a license to skip filings, however: under OBCA s. 241, the Director may cancel the corporation's certificate after sustained non-filing. Once cancelled, the corporation cannot conduct new business and contracts entered into after cancellation may bind the directors personally.
Revival under OBCA s. 241(5)
A cancelled Ontario corporation can be revived within 20 years under OBCA s. 241(5). Revival requires filing all missing annual returns plus a revival application and the prescribed fee. The revived corporation is treated as if it had never been cancelled, which preserves contracts and corporate history. The 20-year window is generous compared to the federal CBCA (which typically allows revival within five years).
What's distinctive about Ontario
The 2021 Ontario Business Registry modernization changed how Ontario corporations interact with the province. The annual return is no longer bundled with tax filings, which means corporations whose tax returns are filed on extension (a common pattern for closely-held corporations) cannot rely on tax compliance to drive corporate compliance. Counsel and accountants managing Ontario corporations should set a separate calendar reminder six months after each fiscal year end. The no-fee policy makes Ontario one of the lighter ongoing-compliance jurisdictions in Canada, but the cancellation consequences are real.
Octelligence tracks the annual return deadline alongside every other corporate obligation, prompts ahead of the due date, and stores the filed return in the minute book so the corporate registry record matches the internal record.
See Digital Corporate RecordsFilings calendar, jurisdiction-aware deadlines, and a record of every return filed in the corporate records.