5.1 Annual Meeting
5.2 Election of Directors and Officers
5.3 Quorum for Meetings
5.4 Reporting Requirements
5.5 Penalties for Failure to Comply with Filing Requirements
5.6 Additional Reporting Requirements
5.7 Audit Provisions
5.8 Record Keeping Requirements
5.9 Use of Corporate Name
5.10 Changing Corporate Name
5.11 Use of a Name Other than Corporate Name
5.12 Changing the Authorized Number of Directors
5.13 Changing the Location of the Head Office
5.14 Changing the Objects and Special Provisions
5.15 Income Tax Act Considerations
5.16 Ontario Corporations Tax Branch Requirements
5.17 Dissolution - Surrender of the Charter
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5.1 Annual Meeting

An annual meeting of the members of the corporation must be held not later than eighteen months after incorporation and subsequently not more than fifteen months after the holding of the last annual meeting.  (section 293)

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5.2 Election of Directors and Officers

Usually the directors are elected annually at the general meeting by the members of the corporation.  Directors in office at the time are retired and, if eligible, may seek re-election to resume office for another year.  (section 287(1)(2))

Generally directors are elected by members, and officers are appointed by the board of directors. 

There are three exceptions:

• directors by virtue of their office (ex-officio directors) (section 127)
• election of directors in rotation (section 287 (5))
• division of members into territorial or common interest groups (section 130)

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5.3 Quorum for Meetings

The quorum for meetings of directors is a majority, unless otherwise provided for in the Letters Patent, Supplementary Letters Patent or in a special resolution of the corporation, and in any event shall not be less than two-fifths of the board of directors.  (section 288)

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5.4 Reporting Requirements

Initial Return

Within 60 days after the date of incorporation, the corporation is required to file an Initial Return (see section 2 of the Corporations Information Act) setting out the prescribed corporate information (e.g. head office address, directors and five most senior officers) with the Companies and Personal Property Security Branch.

Notice of Change

Subsequently, if there is any change to the information filed with the Ministry, such as a change in the Board of Directors or the corporation’s head office address, the corporation must file a Notice of Change (section 4 of the Corporations Information Act) within 15 days after the change takes place.

Currently, there is no fee for filing the Initial Return/Notice of Change, Form 1 with the Companies and Personal Property Security Branch.  The appropriate form is supplied to you at the time of incorporation.  Additional forms may be obtained in person from the Companies and Personal Property Security Branch and are also available on the ServiceOntario website at www.ServiceOntario.ca.

The Initial Notice/Notice of Changecan be filed in person or by mail to the Companies and Personal Property Security Branch or electronically through one of the Service Providers under contract with the Ministry of Government Services. For information about the Service Providers visit the ServiceOntario website at www.ServiceOntario.ca (see Contacts, Service Providers - Appendix “G”).

Corporations Information Act Annual Return Filings for Corporations

Currently, the Ontario Ministry of Revenue collects the Corporations Information Act Annual Return on behalf of the Ministry of Government Services.  Ontario corporations also have the option of filing electronically through the Service Providers under contract with the Ontario Government. (see Contacts, Service Providers - Appendix “G”)

Upcoming Changes to the Corporations Information Act Annual Return (CIA AR) Process

Regulation 182 under the Ontario Corporations Information Act (CIA) has been amended to prescribe new requirements for filing the CIA AR that will be effective when this regulation amendment comes into force on January 1, 2009, together with related amendments to the CIA.

The following outlines the CIA AR filing requirement changes and options for tax/fiscal years ending after December 31, 2008 when the Canada Revenue Agency will collect the CIA AR instead of the Ontario Ministry of Revenue.  Ontario corporations will continue to have the option of filing electronically through the Service Providers under contract with the Ontario Government: 

• Non-profit corporations subject to the Ontario Corporations Act that are charities registered under the federal Income Tax Act (ITA) will file their Corporations Information Act Annual Return with the Canada Revenue Agency using either the Charities RC232WS - Director/Officer Worksheet and Ontario Corporations Information Act Annual Return, or the Charities RC232 – Ontario Corporations Information Act Annual Return Worksheet in combination with the T1235, Director/Trustees and Like Officials Worksheet.  The appropriate worksheet(s) must be submitted along with the T3010 Registered Charity Information Return.
• Non-profit corporations subject to the Ontario Corporations Act that are not charities registered under the federal ITA, will file a Schedule 546, Corporations Information Act Annual Return for Ontario Corporations, together with their T2 return with the Canada Revenue Agency. 

Ontario non-profit corporations will file their CIA AR to the Canada Revenue Agency within six months after the end of their tax or fiscal year-end. Previously, the CIA AR was filed within 60 days of the anniversary of incorporation or amalgamation.

Non-profit corporations will continue to have the option of filing and correcting their CIA AR electronically with the Service Providers under contract with the Ontario government.    

Non-profit corporations that are charities registered under the federal Income Tax Act will receive a ‘turnaround’ Corporations Information Act worksheet from the Canada Revenue Agency that must be filed together with their T3010 Registered Charity Information Return with the Canada Revenue Agency.  Other non-profit corporations will no longer receive a ‘turnaround’ document.

The CIA AR must be filed with the Canada Revenue Agency together with your T2 Corporation Income Tax Return or your T3010 Registered Charity Information Return. The Canada Revenue Agency will not accept a stand-alone Corporations Information Act Annual Return. 

The Canada Revenue Agency will make available the Corporations Information Act Annual Return schedules and worksheets in December 2008. 

For anniversary dates ending on or before December 31, 2008, non-profit corporations will continue to file their CIA ARwith the Ontario Ministry of Revenue within 60 days of the anniversary of the incorporation or amalgamation. 

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5.5 Penalties for Failure to Comply with Filing Requirements

The importance of submitting these filings cannot be over-emphasized.  Failure to comply may lead to cancellation of the Letters Patent and dissolution of the corporation.  Penalties are provided in the Corporations Information Act for individuals (up to $2,000) and for corporations (up to $25,000) where reporting requirements are not complied with.  Also, a corporation that is in default of the reporting requirements is not capable of maintaining an action in any court in Ontario in respect of business carried on by the corporation except with leave of the court.

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5.6 Additional Reporting Requirements

Where a corporation is regulated or funded by a Ministry or Agency of the Government, it may be required to comply with other reporting requirements in addition to those contained in the handbook.

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5.7 Audit Provisions

For not-for-profit corporations whose annual income is greater than $100,000, members of the corporation must appoint an auditor to hold office until the first annual meeting and at each annual meeting, must appoint one or more auditors to hold office until the next annual meeting.  There is no waiving of this statutory requirement (sections 96.1 and 133).

In respect of a financial year of a corporation where the corporation’s annual income is less than $100,000 and all the members consent in writing, corporations are exempt from a financial audit.

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5.8 Record Keeping Requirements

A not-for-profit corporation is required, among other things, to meet certain record keeping obligations such as:

• proper books of account and accounting records (section 302)
• minutes of meetings of members and directors (section 299)
• maintain copies of Letters Patent, Supplementary Letters Patent, By-Laws and Special Resolutions (section 300)
• a register of its members and directors (section 300)

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5.9 Use of Corporate Name

The name of a corporation is set out in the instrument of incorporation (Letters Patent) or if subsequently changed, in the instrument of amendment (Supplementary Letters Patent) and that is the name that the corporation must use (for exception see paragraph 5.11) in all transactions.

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5.10 Changing Corporate Name

A corporation may apply for Supplementary Letters Patent to change its corporate name. (see section 131 of the Act and section 19 of  Regulation 181)

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5.11 Use of a Name Other than Corporate Name

A corporation may use a name other than its corporate name.  For example, a corporation called Federation of Ontario Moose Callers may carry on its undertaking under the assumed name “Ontario Moose Callers”.

However, NO corporation shall carry on business in Ontario or identify itself to the Ontario public by a name other than its corporate name unless the assumed name is first registered with the Companies and Personal Property Security Branch (section 2(1) of the Business Names Act).  The appropriate registration form, (Form 2, under the Business Names Act) is available on the ServiceOntario website or in person from the Companies and Personal Property Security Branch. Business names can be searched and registered online through ServiceOntario’s website at www.ServiceOntario.ca, through self-help workstations and electronically through Service Providers under contract with the Ministry of Government Services (see Contacts Appendix “G”).

A corporation, which has registered and uses a name other than its corporate name is required to set out both its registered name and its corporate name on all contracts, invoices, negotiable instruments and orders for goods and services issued or made by the corporation (Section 2 (6) of the Business Names Act).

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5.12 Changing the Authorized Number of Directors

The number of directors of a corporation is established at the time of incorporation, being the number of first directors named in the Letters Patent.

The board of directors of a corporation shall consist of a fixed number of directors not fewer than three (subsection 283(2)).

A corporation may by special resolution increase or decrease the number of its directors (section 285).

“Special Resolution” (section 1) means a resolution passed by the directors and confirmed with or without variation by at least two-thirds of the votes cast at a general meeting of the members of the corporation duly called for that purpose, or in lieu of such confirmation, by the consent in writing of all the members entitled to vote at such a meeting.

A Notice of Change under the Corporations Information Actmust be filed with the Companies and Personal Property Security Branch within 15 days of any change to the directors of the corporation (see part 5.4).

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5.13 Changing the Location of the Head Office

The location of the head office is established in the Letters Patent.  However, a corporation may by special resolution (see Part 5.12) change the location of its head office to another place in Ontario (section 277).

A Notice of Change under the Corporations Information Actmust be filed with the Companies and Personal Property Security Branch within 15 days of a change to the head office of the corporation (see part 5.4).

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5.14 Changing the Objects and Special Provisions

A corporation may apply for Supplementary Letters Patent to change all or any of its objects and/or special provisions set out in the Letters Patent (see section131 of the Act and section 19 of the Regulations).

If the corporation is, or after issuance of Supplementary Letters Patent, would be funded, supervised, etc. by a Government Agency or Ministry, it is wise to consult with the funding or supervising Agency or Ministry prior to completing the application for Supplementary Letters Patent.

Applications to change the objects or special provisions of Non-Profit Charitable Corporations must be accompanied by evidence that the proposed change meets the criteria for charitable corporations as set out by the Charitable Property Program of the Office of the Public Guardian and Trustee (Ontario). (see part 6.6.1)

The Application for Supplementary Letters Patent (Form 3 approved by the Minister as provided for in the Regulations to the Corporations Act), is available on the ServiceOntario website or in person from the Ministry of Government Services (see Contacts - Appendix “G”).

Detailed instructions for completion accompany each set of application forms and those instructions are not repeated in the handbook.  The information in this handbook is more general and is intended to clarify and supplement the instructions that are supplied with the application forms. 

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5.15 Income Tax Act Considerations

A charity or not-for-profit corporation may be exempt from federal income tax either as a “non-profit organization” as described in paragraph 149(1)(l) of the federal Income Tax Act, or if registered as a charity within the meaning of section 149.1.

Although an organization may not qualify for charitable status, the non-profit-non-charitable designation may still be advantageous from a federal income tax point of view.  For more information visit the Canada Revenue Agency website at: www.cra-arc.gc.ca.

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5.16 Ontario Corporations Tax Branch Requirements

Corporations, whether share or non-share, which are exempt from both income tax and capital tax, are not required to file annual Ontario Corporations Tax Returns (CT-23) with the Ontario Ministry of Revenue.

Exempt corporations are defined for income tax purposes under section 57 of the Ontario Corporations Tax Act (the Act) and for capital tax purposes under section 71 of the Act. The Corporations Tax Act is available on the ServiceOntario e-laws website at www.e-laws.gov.on.ca and should be available in the reference department of your local public library or they may be purchased through the ServiceOntario Publications website at www.publications.serviceontario.ca/ecom.

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5.17 Dissolution - Surrender of the Charter

Where a corporation no longer serves the purpose for which it was incorporated or where the members have lost interest in the corporation, it may be desirable for the members to terminate the existence of the corporation.  To voluntarily dissolve a non-profit corporation pursuant to Section 319 of the Act an Application for Surrender of Charter must be completed and submitted to the Companies and Personal Property Security Branch.  Charitable corporations must also obtain approval to the dissolution from the Office of the Public Guardian and Trustee (see part 6.6.2).

The Application for Surrender of Charter/Termination of Corporate Existence, (Form 9 approved by the Minister as provided for in the Regulations to the Corporations Act), is available by phone or in person from the Ministry of Government Services (see Contacts - Appendix “G”).

Detailed instructions for completion accompany each set of application forms and those instructions are not repeated in the handbook.  The information in this handbook is more general and is intended to clarify and supplement the instructions that are supplied with the application forms.

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