By Karim Eshqoor, BBA, LLB, LLM · Barrister & Solicitor (LSO #83032R) · Barbarian Law® · October 2026
Every Ontario corporation has a public filing each year, the annual return, and private records to keep: annual shareholder and director resolutions, approved financial statements and current registers. The annual return has no government fee. At Barbarian Law®, filing the annual return is $87.50 + HST plus disbursements, and the full annual package is $350 + HST a year plus disbursements, covering the annual resolutions and storage of your minute book.
What does an Ontario corporation have to do every year?
- File the annual return. It’s required by the Corporations Information Act, s. 3.1, and is filed through the Ontario Business Registry. It’s due within the time the company has to file its federal tax return for its last completed year (O. Reg. 400/21, s. 3(3)), which for most companies is six months after year-end. Confirm your date with your accountant.
- Hold an annual meeting, or sign resolutions instead. The first annual meeting is due within 18 months of incorporation and each one after within 15 months of the last (Business Corporations Act s. 94(1)). A written resolution signed by all the voting shareholders is as valid as a meeting (s. 104(1)), which is how most private companies do it.
- Approve the financial statements. The directors place the financial statements before the shareholders each year (s. 154).
- Deal with the audit. A company that isn’t an offering corporation can skip the audit for a year if every shareholder consents in writing for that year (s. 148). The consent has to be signed again each year.
- Elect directors and appoint officers. The shareholders confirm the board and the directors confirm the officers, so the minute book shows who can sign for the company.
- Review the register of individuals with significant control. At least once each financial year the company has to take reasonable steps to confirm the register is accurate and complete, and record new information within 15 days of learning it (s. 140.2(3) and (4)).
What has to be filed when something changes during the year?
A notice of change, within 15 days, when the directors, officers or registered office address change (Corporations Information Act, s. 4(1)). There’s no government fee. We file a notice of change for $175 + HST (30 minutes at $350/hour) plus disbursements. Share transfers and new shareholders are recorded in the company’s own registers and need resolutions approving them.
What happens if the annual return isn’t filed?
The company can be dissolved. If a corporation doesn’t meet a filing requirement under the Corporations Information Act, the Director can give notice that it will be dissolved unless it complies within 90 days (OBCA s. 241(3)). A dissolved company can’t sign contracts, and reviving it takes time and fees.
Why keep the minute book current if nobody checks?
Because somebody eventually does. A bank making a loan, a buyer of the business and the CRA all ask for the minute book, and a sale or financing stalls when the resolutions are years behind. Catching up five years of missed resolutions costs more than doing each year on time. See shareholder agreements and minute books and share purchase vs. asset purchase.
What does the Barbarian Law® annual package include?
$350 + HST a year, plus disbursements. It covers the annual shareholder and director resolutions (financial statements, audit exemption consent, directors and officers) and storage of the minute book at our office. Filing the annual return is billed on top: 15 minutes at $350/hour ($87.50 + HST) plus disbursements. Work during the year, such as share transfers, new directors, minute book catch-up or amendments, is billed at $350/hour + HST against a written estimate.
Corporate maintenance at Barbarian Law®
| Service | Price |
|---|---|
| Annual return filing | $87.50 + HST |
| Notice of change (directors, officers, registered office) | $175 + HST |
| Annual maintenance: resolutions and minute book storage | $350/year + HST |
| Share transfers, minute book catch-up, amendments | $350/hour + HST |
Prices exclude HST and disbursements. Hourly work is billed against a written estimate you approve before work begins.
We’re not accountants: the company’s tax filings and CRA account stay with you and your accountant. Not incorporated yet? Start with how to incorporate in Ontario or numbered vs. named company.
Frequently asked questions
Is there a government fee for the Ontario annual return?
No. The annual return and notices of change are free to file. Having us file the annual return is $87.50 + HST (15 minutes at $350/hour) plus disbursements.
Do I need an annual meeting if I’m the only shareholder?
No meeting is needed if you sign a written resolution instead (OBCA s. 104(1)).
Does my company need an audit?
Not if it isn’t an offering corporation and every shareholder consents in writing to skip it for that year (OBCA s. 148).
What happens if I miss the annual return?
The Director can start dissolving the company after a 90-day notice (OBCA s. 241(3)).
Where Art Meets Corporate Interest.
Keep the company in good standing.
Send us the company name and its year-end. You get a written price for the year, and for any catch-up, before any work starts.
This article is general information about Ontario law, not legal or tax advice, and reading it does not create a lawyer-client relationship. Confirm tax filing dates with your accountant. Every situation is different; speak with a lawyer about yours.
