What your Ontario corporation owes after incorporation
Caleesis TeleshFounder & Principal Lawyer
The certificate of incorporation arrives, the bank account opens, and the paperwork feels finished. In fact the ongoing duties start that day. From then on your corporation owes filings to the province, to the Canada Revenue Agency (CRA), and to its own minute book, and each one runs on a separate clock that starts from a different date. This post lists them for an Ontario corporation, says who each one is owed to, and gives the deadline. If you are still deciding whether to incorporate, start with the Ontario startup legal checklist and our comparison of business structures.
The calendar in one list
- Annual return (Ontario): within 6 months of your fiscal year-end. The filing fee is $0.
- Notice of change: within 15 days of a change to directors, officers, or the registered office. Also $0.
- Register of individuals with significant control (ISC): reviewed at least once each financial year, and updated within 15 days of learning about a change.
- Annual shareholder meeting, or a written resolution in its place: no more than 15 months after the last one.
- Corporate income tax return (T2): six months after year-end. The tax itself is due two months after year-end, or three months for a qualifying Canadian-controlled private corporation (CCPC), meaning one that claimed the small business deduction and meets the income limits.
- Harmonized sales tax (HST) returns: one month after the end of a monthly or quarterly reporting period, and three months after year-end for most annual filers.
- Payroll remittances: the 15th of the following month for a regular remitter.
- Records: keep them six years, counted from the last tax year each record covers.
Most of these dates hang off your fiscal year-end or off a change inside the corporation. Our corporate filing deadlines calculator turns your year-end into the T2, tax balance, HST, and annual return dates in one step, and our corporate compliance calendar checklist is a printable version of this list. For the agency pages behind each item, see our list of government starting-a-business links, and for the errors that catch new corporations, see eight legal mistakes new Ontario businesses make.
The Ontario Business Registry filings
Two filings go to the province through the Ontario Business Registry. The annual return is due within six months of your fiscal year-end and confirms who your directors and officers are and where the registered office sits. The notice of change reports any of those facts when they change, and you have 15 days from the change. Ontario charges $0 for both when filed online.
A $0 filing is easy to let slide. A corporation that stops filing annual returns risks having the province dissolve it, and a lender or buyer that runs a corporate search will see a lapsed filing history well before you notice it yourself.
The minute book and the registers
Section 140 of the Ontario Business Corporations Act (OBCA) lists what an Ontario corporation has to keep at its registered office, or at another place in Ontario its directors designate. The list is longer than most founders expect:
- The articles, the by-laws with every amendment, and any unanimous shareholder agreement the directors know about.
- Minutes and resolutions of shareholders.
- A register of directors, with their residence addresses and the dates each began and ceased to serve.
- A securities register recording every share issued and transferred.
- A register of the corporation's ownership interests in Ontario land, with copies of the deeds for each property. Section 140.1 requires this one at the registered office itself.
- A register of individuals with significant control.
Two more records sit in subsection 140(2): minutes and resolutions of the directors and their committees, and adequate accounting records. The statute sets no location for either, but the CRA requires accounting records at a Canadian home or business address.
The control register catches people out. Since January 1, 2023, private Ontario corporations keep a record of every individual who owns or controls 25% or more of the voting shares or of the shares' fair market value, or who controls the corporation in practice. It lists each person's name, date of birth, address, tax residence, the dates control began and ended, and how the control works. The corporation takes reasonable steps at least once a year to confirm the register is complete, and records new information within 15 days of learning it. Today nothing is filed with a registry, but police, tax, and regulatory authorities can ask to see it. Ontario has legislated a requirement to file significant-control information with the province (Bill 68, Royal Assent November 27, 2025), but as of September 28, 2026 it is not yet in force; check the Ontario page before relying on register-only rules. The province's page on beneficial ownership requirements describes the rule.
Shareholder meetings and financial statements
The directors call an annual meeting of shareholders no more than 15 months after the last one, and they put the financial statements in front of that meeting. A corporation with a handful of shareholders seldom convenes anyone. Instead every shareholder signs a written resolution covering everything the meeting would have handled, and that resolution has the same effect as a meeting. It goes in the minute book with the financial statements. Directors are elected for a term that ends no later than the close of the third annual meeting after their election, so the same resolution confirms who stays in office.
The same annual resolution deals with the auditor. A corporation that is not an offering corporation (one that has not sold its securities to the public) can skip the audit for a financial year if all shareholders consent in writing (OBCA s. 148). Lenders, investors, and some shareholder agreements demand an audit or a review engagement anyway, so check those documents before you sign the exemption.
Tax filings and remittances
The CRA runs its own deadlines, and they do not depend on the province's. The T2 return is due six months after year-end. The balance owing is due earlier, two months after year-end, or three months for a qualifying CCPC (small business deduction claimed and income limits met), so a return filed on the last day can still carry an interest bill. The CRA explains the rule on its balance-due day page.
HST registration becomes mandatory once your taxable revenue passes $30,000 in a single calendar quarter or over four consecutive quarters, and Ontario's rate is 13%. The CRA's plain-language page on when to register and charge covers the test. Filing follows the reporting period the CRA assigns: as of September 2026, generally annual for up to $1.5 million in taxable supplies, quarterly up to $6 million, and monthly above that. Returns are due even when you had no sales, and the CRA lays out the reporting deadlines by period.
Payroll penalties add up quickly. The CRA assigns a remitter type from your average monthly withholding amount, measured two calendar years back, and it treats a new employer's first year under separate rules. A regular remitter, with average monthly withholding below $25,000, sends income tax, Canada Pension Plan (CPP), and Employment Insurance (EI) deductions by the 15th of the following month. Under the CRA's late remitting rules, penalties run from 3% to 10% depending on how late the remittance is (20% for repeated deliberate failures), plus interest that compounds daily. Directors can also carry personal liability for unremitted deductions, which our post on personal liability for corporate owners covers.
Keep the records for six years
The CRA sets a six-year retention period, counted from the last tax year each record covers. You can destroy records earlier only with its permission, and they have to sit at a Canadian home or business address. Ontario's corporate statute sets the same six years for accounting records. Registers, minutes, and the articles are different, and belong in the minute book for as long as the corporation exists. The CRA's record-keeping guide covers what counts as a record, and it includes the data inside your accounting software.
When directors, officers, or shareholders change
A change of people triggers four updates at once. File the notice of change within 15 days. Amend the register of directors. Record any share transfer in the securities register. And check whether the change moves anyone across the 25% line in the control register, since that update has its own 15-day clock. Do all four in the same week and the minute book matches the public record. Skip one and the mismatch tends to surface during a sale, a financing, or a dispute between owners, so check it before a bank or buyer does.
If your corporation is federal
A corporation incorporated under the Canada Business Corporations Act (CBCA) follows a different set of dates. Its annual return goes to Corporations Canada within 60 days after the anniversary of its incorporation, amalgamation or continuance, and the fee is $12 online. Since January 22, 2024, it also files its individuals with significant control at the same time, and again within 15 days of any change to its register. Corporations Canada publishes the details on its ISC filing page.
Director residency also differs. Ontario repealed the resident Canadian requirement for its own corporations in 2021. Section 105(3) of the Canada Business Corporations Act still makes a quarter of the board resident Canadians, and a board of fewer than four needs at least one. A founder who lives abroad, or a two-director board with both directors overseas, can incorporate under the Ontario statute, and the federal statute would refuse the same board.
Falling behind is fixable, and it usually costs less to fix early. We can check the registry, bring overdue returns current, and rebuild a minute book through our corporate practice, and you can book a one-hour consultation to start with a review of where your corporation stands.
- For businesses
- Deadlines
- Step-by-step guide
This article is general information, not legal advice, and does not create a solicitor-client relationship. It is current as at its publication date and is not revised as the law changes. For advice on your specific situation, book a consultation or call 416-639-0887.
LL.B.B.A., York UniversityMember, Law Society of Ontario
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