Life after Incorporation
Annual Corporate Requirements
A corporation is required to conduct corporate maintenance each year. This involves holding an annual shareholder’s meeting or passing consent resolutions in place of a meeting that shareholders sign to deal with corporate matters, e.g. the election of directors. Directors must also present financial statements to shareholders each year and appoint an auditor for the corporation unless all shareholders decide to waive the auditor requirement.
A corporation must also file its corporate annual report/return and pay the applicable government filing fee each year to stay in good standing. This is different than filing the corporation’s tax return. Failure to file the corporate annual report/return could result in a corporation being dissolved by the government so it is extremely important not to miss any corporate filings.
Keeping Corporate Records
A corporation is required to keep certain corporate records at its registered office.
The following is a partial list of some of the records a British Columbia corporation must keep and maintain at its registered office:
- Certificates of incorporation and change of name
- Certified copies of records filed with the Registrar
- Central Securities Register
- Register of Directors
- Consents to act as a director
- Resignations of directors
- Minutes of every meeting of shareholders
- Consent resolutions of shareholders
- Minutes of every meeting of directors
- Consent resolutions of the directors
- Written dissents by directors of a resolution
- Signed set of Articles
- Memorandum (if applicable)
- Incorporation Agreement (if applicable)
- Annual financial statements
- Auditors report (if applicable)
The following is a partial list of some of the records a Federal (Canada) corporation must keep and maintain at its registered office:
- Articles of Incorporation
- Bylaws (if any)
- Shareholders Agreement (if any)
- Minutes of meetings and resolutions of shareholders
- Notices of Directors
- Notices of Change of Directors
- Securities Register
- Minutes of meetings and resolutions of directors
- Annual financial statements
- Auditors report (if any)
For British Columbia corporations, the corporate records must be time and date stamped to show when the records were received at the registered office. One practice is to stamp the back of documents. This is particularly important for any changes to a corporation's Articles and director resignations.
Registered Office Package
Simply Legal Law Corporation or its nominee law firm can act as your corporation’s registered office and will keep your corporate records in safe keeping and available to you upon request. Simply Legal Law Corporation or its nominee law firm also prepare your corporation’s annual director and shareholder resolutions each year and take care of the mandatory corporate filing to ensure that your corporation stays in good standing.
To purchase our registered office package simply indicate your preference in our online questionnaire during our incorporation process or contact us to request our registered office package at any time.