Corporations Canada is the Federal Government’s corporate regulator responsible for administering the laws that allow Canadians to create and maintain a federally-regulated corporation in Canada.
As one of its responsibilities, Corporations Canada receives the filing of annual returns from federally-incorporated businesses, not-for-profit organizations and cooperatives, as required under the Canada Business Corporations Act, Canada Not-for-profit Corporations Act and the Canada Cooperatives Act, respectively.
Extension of Annual Filing Period
On April 1, Corporations Canada announced that it will extend the annual return filing periods for federally-regulated corporations falling within its mandate in light of the COVID-19 pandemic.
In particular, Corporations Canada has specified that extensions will apply to the following two types of corporations:
- Federally incorporated businesses, not-for-profit organizations and cooperatives whose anniversary date is between February 1 and June 30. While normally these corporations are required to file their annual return within 60 days of their anniversary date, Corporations Canada announced an extension of this deadline to September 30, 2020.
- Special Act corporations, which are those corporations created by a Special Act of Parliament that do not have any share capital. While normally Special Act corporations are required to file their annual return between April 1 and June 1, Corporations Canada announced an extension of this deadline to September 30, 2020.
In Our View
The extension of the annual return deadlines for federal corporations represents another prong in the Federal Government’s effort to aid federal corporations and not-for-profits through the COVID-19 crisis, by reducing the need to complete non-pressing “red tape”.
Further, as Corporations Canada observed in its announcement, the purpose of annual returns is to ensure that the information in the public database of federal corporations is up to date so investors, consumers, and other stakeholders can make informed decisions about Canadian corporations. Given the significant changes required for federal businesses and not-for-profits to ensure their continued viability, it is unlikely that annual returns filed in early Spring to mid-Summer 2020 would contain this level of accuracy.
Recognizing these purposes, we recommend that federal corporations take advantage of the extended deadline where prudent and wait before filing their annual returns.
Emond Harnden LLP’s Not-For-Profit Governance Group will continue to monitor the rapidly shifting regulatory environment facing federal corporations as it becomes available to assist corporations in navigating the ongoing pandemic. For further details, please contact Raquel Chisholm at 613-940-2755.