By Grant Gilmour
A corporate registry is an official framework in which businesses file documents for incorporation, registration, maintenance and dissolution. The BC Registry Services is the corporate registry for the province of British Columbia in Canada.
For companies in BC, once you file your company’s incorporation and registration documents with the Registry Services and the documents are approved, your company will be required to file annual reports with the corporate registry.
An annual report lists the names of the company’s officers and addresses. The report must be filed within two months after each anniversary of the incorporation date or amalgamation date (if applicable). In addition to the annual report, if any names or addresses of the officers change during the year, the company is required to notify the registrar of the change within 15 days after the change. Some companies have their lawyers complete and file these forms; however, these reports can be completed and submitted on the internet through BC Online by anyone.
If a company is not up to date on its annual report filings. There are several filing consequences:
• Companies cannot amalgamate unless both their annual report filings are up to date.
• A company that is winding up operations cannot file for voluntary dissolution unless it is up to date on its annual report filings.
• If a company does not file its annual report in a timely manner, the company is at risk of being dissolved due to failure to file.
If a company is dissolved by the registrar, there are relating tax consequences. A corporate tax return will need to be filed with a year end date that matches the dissolution date. In addition, the Canada Revenue Agency (CRA) will now disallow all investment losses related to the company. CRA may also disallow any Allowable Business Investment Losses (ABIL) (see FAQ #20) on the amount invested into the company by you personally or by other companies.
It is important to keep your company’s filings current as having to re-activate the company can be time consuming and costly and cause unwanted tax issues.
If you would like to discuss your corporation’s annual filings, please contact Gilmour Knotts Chartered Accountants.
Grant Gilmour B.SC. MBA, CPA, CA is the International Tax Partner of Gilmour Knotts Chartered Accountant. To connect with Grant visit:www.gilmour.ca