The first shareholders’ meeting should be called by the directors of the company within 18 months of the company’s date of incorporation. Generally, such a meeting is usually held after the first organizational meeting of the directors at the time of incorporation.
At this meeting, the shareholders:
- Elect directors;
- Confirm, modify or reject the By-Laws established by directors; and
- Select an auditor, who can either be the same one appointed by the directors or a different one.
Resolution instead of a meeting
Meetings are not required in small businesses, where one or two people act as directors, officers and shareholders. In such small companies, shareholders generally act through written resolutions. In that event, each shareholder signs a written record setting out the terms of the necessary resolutions, thereby making a shareholders’ meeting unnecessary.
Incidentally, directors elected by the shareholders could be the same as those indicated on the Initial Registered Office Address and First Board of Directors form filed with the Articles of Incorporation (ie. the Initial Return). In the event of a fresh election of directors, the company must file the Changes Regarding Directors form with Corporations Canada within 15 days (ie. Notice of Change).
Obligations Under the CBCA to keep the company in Good Order
There are some periodical (annual or occasional) tasks, which need to be done to ensure that the company continues to benefit from incorporating under the Canada Business Corporation Act (“CBCA”).
Submission of Annual Return
Information about the company is provided in the Annual Return. Corporations Canada requires this information to ensure that the company satisfies the requirements of the CBCA, and in the process also allows Corporations Canada to maintain its database of federal corporations.
Every company has to submit an Annual Return every year to Corporations Canada within 60 days after its anniversary date. The anniversary date is the date the company was formed or the date the company first came under the jurisdiction of the CBCA, in other words, the date of incorporation, amalgamation or continuance. For a company, which has been revived, the anniversary date remains the date it was formed or the date of incorporation, amalgamation or continuance. For the purposes of filing the Annual Return, the anniversary date consists of the month and day, which is usually given at the bottom, right-hand corner of the corporation’s Certificate of Incorporation, Amalgamation or Continuance.
To be signed by…
The annual return has to be signed by any individual who has the relevant knowledge of the company and who has been authorized by the directors, like:
- A director of the company;
- An authorized officer of the company; or
- An authorized agent (eg. a lawyer or accountant familiar with the affairs of the company).
To be submitted…
Once a year, within 60 days after the anniversary date of the company.
Penalty for the failure to file an Annual Return…
A company is regarded as not to be in good standing with the CBCA if it:
- Fails to file its Annual Return for a period of one year;
- Fails to pay the required fees; and/or
- Files an incomplete return.
Corporations Canada has the power to dissolve a company, which has not complied with these requirements of the CBCA. In such cases, Corporations Canada sends a notice to the company and its directors advising them of the Corporations Canada Director’s intention to dissolve the company. If the company does not respond, or its response is unsatisfactory, the Director will issue a certificate of dissolution following the expiration of the deadline stated in the notice.
It is, however, possible to reinstate a company after its dissolution. To do so, the company, or an interested party (for example, a creditor or a shareholder), must file Articles of Revival along with the stipulated fees.
If the registered office is shifted within the province or territory indicated in the articles
The company should notify Corporations Canada of any change to its registered office address (that is, if the company moves) within 15 days following the change. The company should also provide the new mailing address.
This communication is important because it allows Corporations Canada to get in touch with the company, should that be necessary. For instance, they could send the company a reminder notice concerning the Annual Return, or information on legislative amendments that would affect the company. If Corporations Canada is not informed of the change of address, the company will be in violation of the provisions and rules under the CBCA. In such an event, Corporations Canada would be constrained to impose appropriate penalties, as stipulated by the CBCA.
Shifting the registered office from the province mentioned in the articles into a different province or territory
If the company moves its registered office to another province or territory other than that mentioned in the Articles, the Articles have to be amended. This could be done by filing Articles of Amendment along with the requisite fee. It would also be incumbent upon the company to file the Change of Address of the Registered Office form. Furthermore, if a federal company, a separate extra-provincial registration would be needed if not already done so. And if a provincial company, rather than an amendment to the original Articles of Incorporation a new incorporation/continuance under the jurisdiction of the province moved to would be necessary.