Federal Canadian (CBCA) corporate records guide
Federally-incorporated Canadian corporations operate under the CBCA, a model statute that most provincial Acts are aligned with. Filings go to Corporations Canada, and operating provinces typically require extra-provincial registrations alongside the federal CBCA filings.
| Registry | Corporations Canada |
|---|---|
| Registered office | Must be in Canada (any province) |
| Director residency | 25% Canadian-resident (or 1 of 1-3 directors) |
| Beneficial ownership | ISC register required (s. 21.1) |
| Annual return | Within 60 days of anniversary, $12 online |
Topic guides for Canada (Federal / CBCA)
Four jurisdiction-specific guides covering the records you must keep and the filings you must make under CBCA:
Minute book
Securities register, registers of directors and officers, articles, bylaws, and resolutions under CBCA s. 20-21.
View CBCA minute bookShare certificate
Share certificate content and signing under CBCA s. 49; uncertificated shares permitted under s. 49(13).
View CBCA share certificateAnnual return
Filed within 60 days of anniversary via Corporations Canada. $12 online. Three years of non-filing leads to dissolution under s. 212.
View CBCA annual returnShare register
Securities register under CBCA s. 50; broad shareholder/creditor inspection under s. 21.
View CBCA securities registerDirectors’ resolutions
Resolution in lieu of meeting under CBCA s. 117; conflict-of-interest under s. 120.
View resolutions guideAnnual meeting
Annual meeting required within 15 months / 6 months of fiscal year end under CBCA s. 133; resolution in lieu under s. 142.
View annual meeting guideAbout federal Canadian incorporation
The Canada Business Corporations Act is the federal corporate statute and the model for most provincial business corporations Acts. Federal incorporation gives a corporation the right to operate in any province and to use a corporate name protected federally. It is the natural choice for businesses operating nationally or planning to.
The trade-off is administrative: a CBCA corporation operating in a province typically registers extra-provincially in that province as well, leading to a federal CBCA filing pipeline plus one extra-provincial pipeline per operating province. Ontario, BC, Alberta, and Quebec each have their own annual filings and notices of change.
Distinctive features of the CBCA
Three CBCA features worth noting:
- Canadian-resident director requirement: at least 25% of directors must be Canadian-resident (s. 105). For corporations with fewer than four directors, at least one must be Canadian-resident. This shaped many cross-border structures.
- ISC register (s. 21.1): introduced in 2019, identifies individuals with significant control (typically 25%+ ownership). Filed with Corporations Canada; access is restricted to law enforcement, tax authorities, and certain regulators.
- Broad inspection rights (s. 21): shareholders and creditors have absolute inspection rights of the corporate records, no proper-purpose requirement, unlike Delaware. This is one of the practical differences between Canadian and US corporate practice.
Octelligence's CBCA structure includes all the records s. 20-21 requires, the ISC register under s. 21.1, and the document templates Corporations Canada expects to see in diligence, articles, bylaws, securities register, resolutions, and certificates with the right form under s. 49.
See Digital Corporate RecordsJurisdiction-aware templates, statutory citations built in, and a record that survives diligence anywhere.