Compliance

Annual return

Also: annual report, annual filing, confirmation statement.

Definition
An annual return is the yearly filing with the corporate registry confirming that the corporation still exists. It updates the registered office, directors, and share structure. It is distinct from a tax return and from the AGM, and failure to file can lead to administrative dissolution.
Same artifact, different names
Delaware (US)Annual franchise tax report (8 DE Code § 502)
Most US statesAnnual report or biennial statement of information
Canada (federal)Annual return (CBCA s. 263; Form 22)
United KingdomConfirmation statement (CA 2006 s. 853A)

What the annual return covers

An annual return is intentionally short. Most filings cover:

  • The corporation's name and registration number
  • The current registered office address
  • The current directors and officers
  • The current share structure (in some jurisdictions)
  • A statement that the corporation is still active and was not dissolved

The form is typically two to four pages, and many registries permit online filing in minutes. The fee is modest (USD 50 to CAD 50 in most jurisdictions; the UK confirmation statement is £13–£40 online).

Why missing it matters

The cost of a missed annual return is disproportionate to the work it requires. Most jurisdictions impose a late fee, but the real consequence is administrative dissolution after a defined period of non-filing, typically 12 to 36 months. Once dissolved, the corporation no longer legally exists. Contracts in its name become unenforceable. Bank accounts are frozen. Suppliers and customers may walk away. Investors will not invest in a corporation whose existence is in doubt.

Revival is possible in most jurisdictions but requires a separate filing, often with additional fees and back-filings for the missed years.

Not the same as the tax return

The annual return is filed with the corporate registry (state or provincial). The annual tax return is filed with the tax authority. They cover different topics, are filed in different places, and have different deadlines. Conflating the two, assuming the accountant's tax filing covers the registry's annual return, is one of the most common ways small corporations drift toward dissolution without noticing.

In Octelligence
Annual returns tracked alongside every other filing deadline.

Octelligence's filings calendar tracks annual return deadlines by jurisdiction, prompts ahead of the due date, and keeps the filed return in the minute book so the corporation's public record is always consistent with its private record.

See the filings calendar
Never miss a filing deadline
Keep the corporation in good standing, every year.

Filings calendar, deadline reminders, and a record of every annual return in the minute book.