BC company annual compliance checklist: what must happen every year

Incorporating is a one-time job, but keeping a BC company in good standing is a yearly one. The work is mostly routine, yet missed steps add up, and some carry real consequences.

This checklist walks through what the Business Corporations Act and the tax authorities expect each year, roughly in the order it comes up, so you can see what is due and when.

The annual report, due within two months of your anniversary

Under section 51 of the Business Corporations Act, a company must file an annual report with the Registrar within two months after each anniversary of the date it was recognized, which for most companies is the incorporation date. The report shows the company's information as of that anniversary. The Province lists the filing fee as $43.39.

A company that misses the two-month window is not in good standing, which can matter when a lender, buyer or landlord asks for a Certificate of Good Standing. If a company fails to file for two consecutive years, BC Registries sends a notice starting the dissolution process, and the Registrar may dissolve the company.

The annual report does not replace filings during the year. A notice of change of directors must be filed within 15 days after a change in the directors or in a director's prescribed address (section 127).

The annual general meeting, or a resolution instead

Section 182 requires a company to hold its first annual general meeting within 18 months after it was recognized. After that, it must hold one at least once in each calendar year and not more than 15 months after the annual reference date for the previous calendar year.

Many closely held companies never hold a formal meeting. Instead, all of the shareholders entitled to vote sign a unanimous resolution. The Act lets them consent to all of the business the meeting would have dealt with, defer the meeting, or waive it. The resolution generally has to select the company's annual reference date: a date that would have been appropriate for the meeting.

The annual business usually covers the financial statements, the auditor and, depending on your articles, the election of directors. Note the annual reference date in your records, because the deadline for the financial statements runs from it.

Financial statements and the audit waiver

• Financial statements. Section 198 requires the directors to produce and publish financial statements for the latest completed financial year on or before each annual reference date. The directors must approve them, with at least one director signing to confirm the approval (section 199).
• Waiving the statements. Section 200 relieves the directors of that duty if all of the shareholders, including those whose shares do not carry a vote, waive it by unanimous resolution. The company still has to keep adequate accounting records (section 196).
• The auditor. A company must have an auditor unless all of the shareholders, voting or not, waive the appointment by unanimous resolution (section 203). A waiver is effective for one financial year only, so it has to be passed again each year.

Keep the records office up to date

Section 42 lists the records a company must keep at its records office, usually in a minute book or a digital equivalent. Each year, check that it includes:

• The certificate of incorporation and the company's articles.
• The central securities register, showing who holds which shares.
• The register of directors, each director's consent to act and any resignations.
• Minutes and consent resolutions of the shareholders and the directors.
• Financial statements and any auditor's reports.

Gaps tend to surface when you sell, borrow, bring in an investor or face a shareholder dispute. Keeping these records current is part of the ongoing cost of the structure described in our guide to incorporating a small business in BC. If you have a shareholders' agreement, check whether it adds its own yearly steps.

Review the transparency register

Since October 1, 2020, private BC companies have had to keep a transparency register of their significant individuals. Broadly, that includes anyone who holds 25% or more of the shares or votes, directly or indirectly, or who can elect, appoint or remove a majority of the directors, among other tests. The register records each individual's name, date of birth, last known address, citizenship, tax residency and how they qualify.

• Annual confirmation. In the same window as the annual report, from the anniversary to two months after it, the company must take reasonable steps to confirm that the register is accurate, complete and up to date (section 119.3).
• Updates. New or different information must be recorded within 30 days after the company becomes aware of it (section 119.31).
• Who sees it. The register is kept at the records office. It is not filed with the government, and the public cannot access it.

Amendments passed in 2023 will, once in force, require companies to file this information with the Registrar, make some of it publicly searchable and shorten the update period to 15 days. As of October 2026 they are not in force, so check the current rules before each annual review.

Tax filings that run alongside

• Corporate income tax return. Every resident corporation must file a T2 return for each tax year, even if no tax is payable, within six months of its year-end. Any balance of tax is due sooner: two or three months after year-end, depending on the corporation.
• Payroll and slips. If the company pays salaries, it has payroll remittances and T4 slips to deal with. If it pays dividends, it has T5 slips to issue.
• Sales taxes. If the company is registered for GST/HST or PST, it files returns for each reporting period it has been assigned.

Your tax year-end and your incorporation anniversary are often different dates. One calendar with both, plus the annual reference date, helps keep the year from slipping.

Behind on your company's annual filings? Get the minute book in order

Our business lawyers can prepare the annual resolutions, file the annual report and director changes, review the transparency register and bring an out-of-date minute book up to date.

Call 604-259-2844 or send us a message to arrange a consultation at our Vancouver office.