ANNUAL RETURN for CORPORATE FILING
To schedule an appointment, contact our law firm at 403-400-4092 or Chris@NeufeldLegal.com
Annual returns are government mandated corporate filings intended to keep the incorporating jurisdiction's corporate registry apprised as to the current details of the corporation, with certain information also being made available to the public (if they know how to access that information). The annual return is a mandatory filing with the Alberta Corporate Registry (part of Service Alberta) that keeps the public record of the corporation up-to-date (and is distinct from your tax return filed with the Canada Revenue Agency).
The purpose and specifications of an annual return filed with the Alberta Corporate Registry include:
A. Legal Requirement & Good Standing
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The Alberta Business Corporations Act mandates that all Alberta corporations (and most extra-provincial corporations registered in Alberta) file an annual return.
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This filing ensures the corporation remains in "good standing" with the Corporate Registry.
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Failure to file for two consecutive years can result in the dissolution (striking off) of the corporation from the registry. This means the corporation ceases to exist as a legal entity, leading to loss of limited liability, inability to conduct business, and potential personal liability for directors and shareholders. Revival can be costly and time-consuming.
B. Public Record & Transparency
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The annual return updates crucial public information about the corporation. This includes:
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The corporation's current registered office and mailing address.
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The names and addresses of its current directors.
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For for-profit corporations, information on the four shareholders holding the highest percentages of issued voting shares.
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The name and address of the Agent for Service (for both Alberta and extra-provincial corporations).
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This public information is vital for anyone dealing with the corporation, such as potential investors, lenders, suppliers, customers, and government agencies, to verify its legitimate existence and key personnel.
C. Contact Information for Government
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It ensures that the government has accurate contact information for the corporation, allowing them to send important notices, reminders, and legal correspondence.
D. Maintaining Corporate Identity and Protections
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By regularly filing, the corporation confirms its continued existence and maintains the legal protections and benefits that come with incorporation, such as limited liability for its shareholders.
E. Audit Trail for Due Diligence
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For transactions like selling the business, obtaining financing, or attracting investors, a clean record of filed annual returns demonstrates compliance and good corporate hygiene.
The Canadian federal government has its own distinctive annual return for federal corporations, which must be filed with Corporations Canada, and requires a heightened level of detail and public disclosure, which must be carefully considered in advance of selecting whether to incorporate a federal corporation or a provincial corporation.
Providing corporate-commercial legal advice and strategic direction to business enterprises engaged as Alberta provincial corporations or federal corporations, from business formation to corporate governance to contracts and business transactions. Contact our law firm at Chris@NeufeldLegal.com or 403-400-4092 to schedule a confidential initial consultation for your business.
