New business registry created for all Ontario businesses

Updated May 13, 2021 (see below)

The Canada Revenue Agency (CRA) and Service Ontario announced they are severing ties as of May 15, 2021 regarding the agreement to submit Ontario corporate annual information returns through the CRA’s tax filing system.

Ontario is in the process of setting up a new online business registry¹and any business (including a not-for-profit) that is registered, incorporated or licensed to carry on business in Ontario will soon have to register for an online profile.

This new online Ontario Business Registry will offer a range of options to business owners and operators, including:

• registering a business name under the Business Names Act
• updating information about a business name under the Business Names Act
• filing notices and other documents under other business law statutes

As part of this new online registry system, there will be a change to the Corporations Information Act annual return filing process:

• As of May 7, 2021, the annual return forms will no longer be available for download from Canada.ca.
• As of May 15, 2021, the annual return will no longer be filed with the Canada Revenue Agency.
• Updated May 13, 2021: Effective May 15, 2021 and until further notice, corporations are temporarily exempted from the annual return filing requirement, if the return is due during this period.

The change to the process for filing the annual return will apply to the following forms:

• Schedule 546, Corporations Information Act Annual Return for Ontario Corporations;
• Schedule 548, Corporations Information Act Annual Return for Foreign Business Corporations;
• Form RC232, Corporations Information Act Annual Return for Ontario Not-for-Profit Corporations; and
• The CRA will continue to process Corporation T2 income tax returns and T3010 Registered Charity Information Returns

As a reminder, the filing of the annual return is not a tax requirement, but is a legal requirement², and failure to file the return within six months after the end of each tax year could result in an involuntary dissolution of a corporation.

Since the returns are no longer being submitted through the CRA with the corporate tax return (T-2), it means all affected corporate taxpayers will need to file these forms in another manner that has yet to be communicated by Service Ontario. For more information and to sign up and stay up to date with information about the new business registry visit: https://www.ontario.ca/page/ontario-business-registry.

Baker Tilly Canada’s national Tax Services reached out to Service Ontario to obtain information about the new filing process and was advised that the new filing process along with the online registry were still under development and may not be accessible to the public for a few months. Service Ontario could not provide any information about potential penalties for non-compliance during this transition period. Given the delay in establishing a new filing process, we can only assume there will be a moratorium on potential penalties for non-compliance.

Those affected by these changes and who are required to file an annual return in the interim may want to consult with their legal counsel about other options, including filing through a government-approved service provider, until the online registry is available.

(Updated May 13, 2021: Effective May 15, 2021 and until further notice, corporations are temporarily exempted from the annual return filing requirement, if the return is due during this period.)