Whether your corporation is provincial (created under the Québec Business Corporations Act)or federal (created under the Canada Business Corporations Act), there are steps you need to take annually to ensure that it remains up to date and complies with its legal obligations. Please note that the obligations set out below are only those imposed by corporate laws and regulations and that corporations can have additional annual maintenance obligations under other legislation, such as the obligation to file an income tax return or to renew permits or operating licenses.

Documenting annual meetings

Both provincial and federal corporations require directors and shareholders to hold annual meetings[1]. Although other business may be conducted at these meetings, the main purpose of the annual meeting of the Board of Directors is to approve the most recent financial statements of the corporation, and the main purposes of the annual shareholders meeting are to receive the financial statements, to elect the directors and to decide whether or not the corporation must engage an auditor for the ensuing fiscal year. Corporations are required to keep minutes of these meetings in their corporate records book.

If the directors or shareholders unanimously decide not to hold an annual meeting, they may sign written resolutions in lieu thereof confirming their decisions with respect to the subjects that would have been discussed at the meeting. These written resolutions must also be kept in the corporate records book.

Government corporate registry filings

All provincial corporations and all federal corporations who conduct business in the province of Québec, must file an annual updating declaration with the Registraire des entreprises. The purpose of the declaration is to ensure that the information available to the public on the Québec corporate registry (such as the address of the head office and the names of the directors, officers and shareholders) is accurate. Failure to file two consecutive annual updating declarations can result in the cancellation of the corporation’s registration. For a provincial corporation, such cancellation automatically causes the corporation to be dissolved.

Federal corporations must file an annual return with Corporations Canada for the purpose of maintaining the federal corporate registry. Corporations Canada may dissolve a corporation that fails to file two consecutive annual returns.

Would you like someone to prepare your annual resolutions or assist you with your government filings? We’re here to help. Contact us to schedule a consultation with one of our lawyers.   

[1] In some cases, the sole shareholder of a provincial corporation can choose not to establish a Board of Directors and would then not be required to comply with the annual meeting obligations.