Once you have gotten past the legal hurdles of forming your corporation, your legal obligations have just begun. We are not talking just about taxes; those are with us always. With your incorporation, even if you did not realize it, comes reporting and record-keeping requirements. Many of those requirements are annual, meaning they never go away. Do you even know what those requirements are? Failure to meet reporting and record-keeping requirements could prove to be quite expensive in terms of fines and other penalties.
Canada Has Extensive Record-Keeping, Reporting Laws
Every corporation in Canada is required to keep certain records either at its registered office or at some other location in Canada designated by the corporate board of directors. These required records are extensive. They include:
- All of your articles of incorporation, including articles of continuance and articles of amalgamation, by-laws and any amendments, as well as unanimous members agreements
- Minutes for any meetings of board members or committee members
- Any resolutions by board members or committee members
- For any debt obligations issued by the corporation, a register that show the name, residential, or business address of each person who hold debt obligations; an email address for any debt holder who has approved electronic reception of information or documents; the date on which anyone identified as a debt holder became a debt holder, as well as the date any such person ceased to be a debt obligation holder; as well as the debt obligations of each debt holder
- A register of directors that includes the name, residential address, email address (if the director has agreed to receive information electronically, the date upon which the person became a director, and the date upon which that person ceased to be a director
- An officers register, with the same information for each officer
- A corporate members register with the same information for each member of the corporation
Your corporation also must prepare and maintain with corporate records of any minutes of directors or director committee meetings, as well as any resolutions adopted by directors or committees.
The list goes on. A corporation is required to maintain accounting records and make them available for review by corporation members. The corporation must provide members with any corporate records they request without charge.
Different Requirements Apply to Nonprofit Corporations
If your corporation is a nonprofit, you face different reporting and record-keeping requirements. Among other things, you must:
- File an annual return. This is a corporate annual return, not a tax return. The information will be posted on the Corporations Canada website
- File any changes in registered office address
- Report any changes regarding directors
- File financial statements and accounting reports
If You Have a Corporation in the Toronto Area, Talk to Beganyi Professional Corporation
If you have a corporation in the greater Toronto area, including in Mississauga, Brampton, Oakville, Hamilton, and Milton, and you have questions about what your corporation’s legal reporting obligations are, talk to Beganyi Professional Corporation. We have the answers you need.