We sat down with Ebony Stoffels and Clint Savary, Corporate Law Clerks at Caravel Law, to discuss what corporations need to know about the new Ontario Business Registry (OBR).
On October 18, 2021, the Ontario government launched the Ontario Business Registry (OBR). This online platform enables businesses and not-for-profit corporations to complete a wide range of transactions online, including registering, incorporating, and updating their information.
This new platform is available 24 hours a day, 365 days a year, and makes it easy for organizations to complete over 90 transactions online. The OBR is intended to make it simpler, faster, and more convenient for organizations that are registered, incorporated, or licensed in Ontario to carry on business in the province.
This initiative is part of Ontario’s Red Tape Reduction Program, which aims to make life better for people and remove regulatory roadblocks for businesses and reduce their costs by $400 million
Here is what organizations registered, incorporated, or licensed to do business in Ontario need to know about the new OBR platform:
Changes
Previously, Ontario corporations were required to file a Corporations Information Act Annual Return (“CIA Return”), together with their T2 Tax Returns with the Canada Revenue Agency (the “CRA”) under the Single Administration of Ontario Corporate Tax Initiative. CIA Returns were typically filed by accountants but could also be filed in a paper format directly with the Ontario Ministry or electronically through an authorized third-party service provider.
As of May 15, 2021, Ontario corporations will no longer file CIA Returns through the CRA and are now required to file Annual Returns directly with the Ontario Ministry, through the new Ontario Business Registry, or through an authorized third-party service provider.
Access
To access the OBR you will need a company key. New incorporations will be assigned a company key while existing corporations will need to request a company key, which may take a week or more to come in the mail to the registered mailing address.
Self-Serve Filing
While the new platform does make it possible for individuals who own corporations to file their own returns, it’s advisable that you check in with your lawyers and accountants prior to filing to ensure your documentation is accurate and complete and that it gets filed correctly.
Lawyers – referred to as an intermediary by the OBR – can still transact on behalf of their clients. At this time, lawyers must do so through an authorized service provider. Lawyers are not required to have a company key in order to file documents on behalf of clients.
Obligations
Every Ontario corporation (except those exempted by the regulations) is required to file an Annual Return each year. Corporations with share capital are required to file Annual Returns within six months of their tax year-end, and corporations without share capital are required to file Annual Returns within 60 days of their anniversary date of incorporation, amalgamation or continuance.
Penalties
Corporations that file Annual Returns after the prescribed time will be fined a late filing fee and are subject to cancellation by the Ontario Ministry. Corporations that are in default of their filing requirements are not considered to be in good legal standing.
Currently, it’s unclear exactly what the late filing fees or hard deadlines are in terms of when a corporation may be cancelled, but we believe the information will be available in the near future.
Annual Compliance
In addition to updating information and annual filing requirements, corporations have certain additional compliance obligations, which include:
- Holding annual general meetings
- Preparing and approving financial statements
- Confirming the election of directors, officers, accountants
- Other general business matters
As part of Caravel’s service offerings, we ensure all routine corporate changes have been reported correctly, the corporate records are updated, prepare annual resolutions in lieu of minutes, and prepare and file annual returns when they become due. This ensures all our clients’ returns are complete and submitted properly through the OBR.
Need help navigating the new Ontario Business Registry (OBR) platform? Or need support incorporating or maintaining your business in Ontario? Caravel Law is an alternative legal firm with over 60 qualified and experienced lawyers and law clerks with specialized corporate experience to help support your legal needs. Get in touch with our team today to find out more.
The information provided in this article is not intended to be legal advice. Many factors unknown to us may affect the applicability of this content to your particular circumstances.