Incorporation Guide: Financial Statements, Auditors and Amendments

Author: GenNext Chartered Professional Accountants | | Categories: Budgeting and Forecasting , Business Consulting , Business Setup , Business Valuation Services , incorporation


Appointing auditors

At every annual shareholder’s meeting, an auditor/accountant must be appointed to oversee your corporation’s finances. This helps maintain the reliability of your financial documents and protects and informs shareholders of the company’s financial standing. If your corporation is non-distributing, shareholders can vote not to appoint an auditor.

Preparing financial statements

Prepare your financial statements in accordance with the Income Tax Act (ITA).

Sharing financial statements

Financial statements must be provided to shareholders at least 21 days prior to the company’s annual meeting.

Filing an annual return

If your incorporation is active, you are required to file a yearly return with Corporations Canada, and this annual return filing is different from your company's tax returns that you file with CRA and is applicable only to Federally incorporated companies

Your return must be signed by an individual authorized by the board of directors with relevant knowledge of the company. This return is necessary in order for Corporations Canada to ensure that your corporation is in compliance with the CBCA requirements. The return must be submitted within 60 days of the annual anniversary of incorporation, this date will be listed on your certificate of incorporation. Failure to file your return on time may result in your corporation being unable to obtain a certificate of compliance.

*This only applies to a federal corporation, so make sure you check the requirements for a provincial corporation depending on the province where you are located.

Filing a change of registered address

Your office address needs to be kept up to date as it is the official address for communications to be sent to your corporation. Corporations Canada requires you to inform them within 15 days of a change of registered office address. You can change your address within its original province or territory online, but you will be required to file articles of the amendment if you choose to move your office into another province or territory than the one set out in your articles of incorporation.

*This only applies to a federal corporation, so make sure you check the requirements for a provincial corporation depending on where you’re located.

Filing a change in directors

Corporations Canada requires corporations to inform them within 15 days when new directors are elected, or individuals cease to be directors. Any change in the address of your directors must also be submitted to Corporations Canada within 15 days. This address can be a residential or a business address. Your current directors (and their contact information) should also regularly be available to people who are considering becoming stakeholders in your corporation.

It’s also worthwhile to note that if the number of directors of your corporation changes, you will need to amend your articles (and pay the filing fee) to reflect the change. At least 25% of your corporation’s directors must be residents of Canada .

*This only applies to a federal corporation, so make sure you check the requirements for a provincial corporation depending on where you’re located.

Amending articles

All changes to your official articles of incorporation must be filed in your corporate minute book. These changes may include:

1)Change in business name

2)Change in location of operations

3)Change in number of directors

4)Change in restrictions on share transfers

5)Change in restrictions on business the corporation can conduct

6)Creating or removing classes of shares

7)Modifying classes of shares

8)Increasing or reducing capital (if set out in articles of incorporation)

9)Change of any other provisions in the articles


It may seem like a lot of work when you are a newbie but if your minute book is always up to date your corporation is in compliance with Corporations Canada and the Income Tax Act (ITA).

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