As a corporation in Canada, it’s important to understand the requirements for annual meetings and filings to ensure compliance with the law. In this blog post, we’ll discuss the key requirements for annual meetings and filings for corporations in Toronto and Ontario.

Annual Meetings

Under the Canada Business Corporations Act (CBCA) and the Ontario Business Corporations Act (OBCA), corporations are required to hold an annual meeting of shareholders. The purpose of the meeting is to provide shareholders with the opportunity to elect directors, appoint auditors, and receive financial statements and other reports.

Here are the key requirements for annual meetings:

  1. Timing: The annual meeting must be held within 15 months of the previous annual meeting.
  2. Notice: Notice of the meeting must be sent to shareholders at least 21 days before the meeting.
  3. Quorum: A quorum of shareholders must be present at the meeting for it to be valid. The quorum is usually a majority of the outstanding shares.
  4. Voting: Shareholders have the right to vote on matters presented at the meeting, such as the election of directors and appointment of auditors.

Annual Filings

In addition to annual meetings, corporations in Canada are required to file annual returns with the relevant government agency. The annual return provides information about the corporation, including its directors, officers, and registered office address.

Here are the key requirements for annual filings:

  1. Timing: Annual returns must be filed within 60 days of the corporation’s anniversary date.
  2. Content: The annual return must include information about the corporation’s directors, officers, registered office address, and share structure.
  3. Filing Fee: A filing fee is required for annual returns, and the amount varies depending on the jurisdiction.
  4. Late Fees: Late fees may apply if the annual return is not filed on time.

Conclusion

Annual meetings and filings are important requirements for corporations in Canada. By understanding the timing, notice, quorum, and voting requirements for annual meetings, and the content, timing, and fees associated with annual filings, corporations can ensure compliance with the law. It’s important to seek legal advice if you’re unsure about the requirements for annual meetings and filings, to avoid penalties and legal disputes.