Taking advantage of the benefits of incorporation means accepting the responsibilities of incorporation. One responsibility is filing Annual Reports with the BC Registry.
Annual Reports required by BC’s Business Corporations Act
Section 51 of the Business Corporations Act requires each BC company, including an Unlimited Liability Company, to file an Annual Report using a specific form (Form 6). By filing your Annual Report, you are informing the BC Registry that your company is still active. Your Annual Report also serves as a reminder for your company to file notices if there have been any changes to the information shown in the Corporate Register (such as registered office address, names of directors, etc.).
Due date for filing Annual Report with the BC Registry
Your company’s Annual Report must be filed within two months after each anniversary of the date on which your company was first recognized. The date your company was “recognized” is the date of its incorporation, amalgamation, or continuance in BC. For example, if your business was incorporated on August 30, 2021, then its Annual Report is due by October 30 each year, starting in 2022. Your company’s recognition date is often different from its fiscal year end—in other words, the due date for the Annual Report and the due date for annual CRA tax filings will not necessarily be the same.
Consequences of not filing a BC Registry Annual Report
If your company fails to file an Annual Report within two months of its recognition date each year, it will not be in good standing. The Registrar may refuse to accept other filings until your company is brought back into good standing, and it will not be possible to get a Certificate of Good Standing while in default for non-filing. If your company fails to file Annual Reports in each of two consecutive years, the Registrar may dissolve the company. There is a window in which it is possible to file outstanding Annual Reports to bring your company back into good standing, but if no steps are taken, your company will be struck from the Corporate Registry and will cease to exist. At that point, it will be expensive and time-consuming to revive your company.
Other annual corporate paperwork
There are other documents your company may need or want to prepare each year, in addition to its Annual Report. Examples include Annual Consent Resolutions of Shareholders (in lieu of the annual general meeting for a privately held company–check back for our upcoming article on AGM requirements), Annual Directors’ Resolutions, and Dividend Resolutions. For practical advice and assistance with preparing corporate documents, contact our experienced corporate lawyers.