Compliance - Canada Business Corporations Act (CBCA)

Act: Canada Business Corporations Act, R.S.C. 1985, c. C-44; Canada Corporations Act, R.S.C. 1970, c. C-32
Regulation: Canada Business Corporations Regulations, SOR/79-316, as amended 

To Whom Does This Apply?

All business corporations incorporated under theCanada Business Corporations Act (CBCA). 

Summary

Corporations are required to comply with the law under which they were created. The vast majority of corporations are likely to comply if they are aware of their obligations and have the tools they need to meet those obligations. Therefore, Corporations Canada's programs and activities are designed to promote compliance through:

• Education - ensuring corporations are aware of their obligations through policies, various publications such as the "Keeping Your Corporation in Good Standing" pamphlet, and reminder notices; and
• Facilitation - giving them the tools they need to meet those obligations more efficiently by expanding and making improvements to online filing services and through on-going initiatives to make forms more user-friendly and accessible.

In terms of ensuring compliance, the Director appointed under the CBCA has certain powers including the power to dissolve any corporation that defaults for a period of one year in sending any fee, notice or document required by the CBCA. Currently, Corporations Canada has an automated program in place which dissolves any corporation that fails to file its annual returns for the last two consecutive years. 

With respect to other obligations imposed by the CBCA, staff at Corporations Canada reviews all complaints received regarding corporate activity. Corporations Canada also conducts audits of corporations that are identified as non-compliant. The goal of these activities is to work with the corporations to resolve difficulties and to help them become compliant. However, Corporations Canada acknowledges that the underlying philosophy of the CBCA is that it is intended to be primarily self-enforcing. This means that complainants have the authority under the CBCA to seek redress directly from the courts. Therefore, it is only in extraordinary circumstances that the Director will use public resources to intervene in any significant way in what are essentially private disputes between a complainant and a corporation.

If you require additional information on basic requirements or on other products and services, contact Corporations Canada. Corporations may also wish to seek legal counsel.

DISCLAIMER
Information contained in this section is of a general nature only and is not intended to constitute advice for any specific fact situation. For particular questions, the users are invited to contact their lawyer. For additional information, see contact(s) listed below.

Manitoba Contact(s):
See National Contact. 

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National Contact(s):
Client Services Section - Headquarters
Corporations Canada
Industry Canada
9th Floor
Jean Edmonds Tower South
365 Laurier Avenue West
Ottawa, Ontario  K1A 0C8
Telephone: 613-941-9042
Fax: 613-941-0601
Toll-free (information): 1-866-333-5556
E-mail: corporationscanada@ic.gc.ca
Web site: http://corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/home