Most jurisdictions require corporations to file some kind of information return, every year. In British Columbia, this is called a BC Annual Report (“Annual Report”). This article talks about filing an Annual Report in BC, and things to consider before filing. It is important to note that the annual report that we are referring to is a corporate annual report, and it is completely separate from a tax return.

The purpose of the Annual Report is to let the government know that your company is still active, and to provide information on the current officers (although the officer information is optional). Failure to file an Annual Report on time will mean that the company will not be in good standing with the BC Business Registry. If a company neglects to file an Annual Report for two consecutive years, it is at risk of being dissolved by the registrar.

Who needs to file an Annual Report?

Every BC company, which includes an Unlimited Liability Company, is required to file a BC Annual Report. *There is also a requirement for companies that are registered as extra-provincial companies in BC to file an Extra-Provincial Annual Report, which is different from the Annual Report that we are talking about in this article.

When does the Annual Report need to be filed?

The Annual Report needs to be filed within two months of the company’s anniversary date (or date of amalgamation, continuance). An Annual Report does not need to be filed in the same year that the company was incorporated. So if, for example, a company was incorporated on May 13th, 2021, their first Annual Report would not be due until July 13th, 2022, and every year by that date thereafter. The BC Registry will contact the Company to remind them of their Annual Report filing either by mail, or by email if there is an official email address on file.

Other Filings to Consider Before Filing an Annual Report

It’s important to note that you can’t modify any information regarding directors, or the address of the corporation in an Annual Report. Therefore, if there have been any changes to directors or to the address of the company that have not yet been recorded with the BC Registry, then BC Registry Services requires that you first file a Notice of Change of Directors or a Notice of Change of Address, prior to filing an Annual Report. These notices should technically be done within 15 days of the change coming into effect, however the Annual Report filing is a good reminder to update this information, in case it was missed. These are separate filings, and they have different fees.

When to File a Notice of Change of Address

As mentioned above, a Notice of Change of Address should be filed within 15 days of the change coming into effect. If you go to file an Annual Report and you realize that BC Registries has an out-of-date address on file, then this notice should be submitted before the Annual Report.

You need to file a Notice of Change of Address if

• the Registered Office address of the company has changed (mailing or delivery)
• the Records Office address of the company has changed (mailing or delivery)

*Note: Once this notice has been submitted, it takes effect at the beginning of the next day. No other notices (including Annual Report filings) can be filed until this change of address is effective.

When to File a Notice of Change of Directors

As mentioned above, a Notice of Change of Directors should be filed within 15 days of the change coming into effect. If you go to file an Annual Report and you realize that BC Registries has out-of-date director information on file, then this notice should be submitted before the Annual Report.

Note: if your company has had more than one change of directors at different times throughout the year, a separate filing needs to be made for each change. For example, if John Doe resigned as director April 1, and Jane Smith became a director on December 5th, two Notices need to be filed; one for John Doe’s resignation on April 5th, and one for Jane Smith’s addition on December 5th.

You need to file a Notice of Directors if:

• The address of a current director has changed (mailing or delivery)
• a director has resigned (and the date they resigned)
• A director has been added (and the date it became effective)
• The name of a director has change

We hope this article gives you a better understanding of BC Annual Reports. If you have any questions, or need assistance in filing your company’s Annual Report, please don’t hesitate to contact us.

*The Extra-Provincial Annual Report is required by companies that are registered to carry on business in BC, but their home jurisdiction is elsewhere. Alberta and Saskatchewan companies that are registered as extra-provincial companies in BC are not required to file an Annual Report in BC. If you have any questions about extra-provincial requirements in BC, please contact us, or visit this helpful information page. This article is focused on Annual Reports for BC Companies only.

By Kelly Zavitz

June 27, 2022/Reposted June 6 2023