If you are a business, not-for-profit, or charitable corporation incorporated in Ontario, or a foreign business corporation required to report Ontario income taxes, then you are required to file a corporate annual return under the rules of the Corporations Information Act (Ontario).
Canada Revenue Agency no longer collecting Ontario annual return information
For over 20 years Canada Revenue Agency has collected the information required in the corporate annual return on behalf of the Ontario Ministry of Government and Consumer Services and forwarded that information to the Ontario Ministry for processing (for Ontario business and not-for-profit corporations through Schedule 546, for foreign business corporations through Schedule 547, and for Ontario charities, through Form RC232).
The situation has now changed. Ontario business and not-for-profit corporations, foreign business corporations and Ontario charities still have to file their Ontario corporate annual returns. But now, these corporate annual returns must be filed directly with the Ontario Ministry of Government and Consumer Services. Canada Revenue Agency stopped collecting this annual return information as of May 15, 2021 and the schedules or form, as applicable, are no longer available for download on Canada Revenue Agency’s website.
On May 6, 2021 the Ontario government enacted Ontario Regulation 335/211, amending Regulation 182 of R.R.O. 1990 (the general regulations of the Corporations Information Act (Ontario)). This amending regulation does a few things, but most importantly, in my view
- it says that corporations required to file an Ontario corporate annual return will now have to file the return directly with the Ontario government, and
- it provides an EXEMPTION from the requirement to file an Ontario corporate annual return in 2021 IF the due date for filing is after May 15, 2021 but before a date in the future.
Does this exemption for filing in 2021 apply to all? Not necessarily. The corporations and charities to which this exemption applies will only be known when the Ontario government tells us what this future date is. By way of example,
- If we learn that this future date is September 30, 2021, for example, then we will know that Ontario corporations, foreign business corporations and Ontario charities with financial year ends up to and including March 31st, 2021 will be exempt from having to file the Ontario corporate annual return in 2021; but
- If we learn that the future date is December 31st, 2021 then we will know that all Ontario corporations, foreign business corporations and Ontario charities required to file an Ontario corporate annual returns between May 15, 2021 and December 31, 2021 will be exempt from this filing in 2021.
What is the significance of the amending regulation?
Firstly, the Ontario government has been working on building a new online business registry, which, once launched, will allow Ontario corporations and other entities required to file notices and other documents with the Ontario government to file such documents, notices and forms electronically through the Ontario business registry. The number of documents, notices and forms available to file electronically will be expanded considerably. In my view, the launch of the Ontario business registry will be a welcome change and evolution in the ability to do business with the Ontario Ministry of Government and Consumer Services.
Secondly, if the Ontario government is providing a partial exemption from the required corporate annual return filing in 2021, it could be a sign that the Ontario government is getting closer to launching the Ontario business registry.
The Ontario business registry is the first piece of the puzzle that needs to be implemented in order for the Ontario government to introduce electronic filings directly with the Ontario Ministry. Further, the Ontario government has advised that once the Ontario business registry is operational, the Not-for-profit Corporations Act, 2010 (the long awaited modern corporate not-for-profit legislation for Ontario non-share capital corporations) will be implemented. Although the change to the filing of Ontario corporate annual returns, together with a partial exemption, may not appear noteworthy, it just may be a sign that the Ontario government is getting closer to putting this very important puzzle piece in place.
We will be monitoring this situation and will provide updates from time to time, as we receive further information from the Ontario government.
This article contains general information about certain legal and other related developments. It is not intended to be a complete statement of the law and is not a substitute for legal advice. To receive legal advice, you must speak with a lawyer. No part of this publication may be reproduced without the prior written permission of Kimberley A. Cunnington-Taylor.