As the sun begins to shine and we creep ever closer to spring (okay, I’m being optimistic), companies may be coming up on their corporate year ends. Don’t forget that you will receive a notice each year reminding you to fill out your annual return and to file it with Corporate Affairs. Many people confuse the Annual Return with “some sort of financial report” because it occurs around the same time of year as your corporate year end.
Section 85(1) 0f the Business Corporations Act requires the directors of a corporation to call an annual meeting of the shareholders each year not later than eighteen months after
(i) the date of its incorporation, or
(ii) the date of its certificate of amalgamation, in the case of an amalgamated corporation,
and subsequently not later than fifteen months after holding the last preceding annual meeting; and
(b) may at any time call a special meeting of shareholders.
The annual general meeting is when the directors should be reporting to the shareholders on the financial status of the corporation. Also, this is when the shareholders elect new directors or affirm past directors. Once you hold the annual general meeting, you are ready to file your annual return, which is basically an up to date statement of the company’s current directors and their contact information.
Section 187 of the Business Corporations Act, SNB 1981, c B-9.1 states that “A corporation shall, on or before the last day of the month following the anniversary month of the corporation, send to the Director (of Corporate affairs, not one of your own directors) without notice an annual return in the form provided by the Director signed by a director or an officer of the corporation and the Director shall file it.”
It’s easy when the summer months come around to stash the reminder notice from Corporate Affairs in a drawer and forget to file it. If this happens, your corporation will be labeled “intent to dissolve” after a period of time and you will have 60 days to file your return before the dissolution. It will cost you far more to re-establish the corporation than to file you annual return in the first place ($60 if you file online and $80 if you file in paper format). Here
is the link to the New Brunswick Corporate Affairs website with the forms for filing your annual return.
Should you have any questions, pleas do not hesitate to contact us.