Annual Returns

Registry of Companies

Changes to Annual Return Filing Dates
Form 23
Form 28
Form 29

To maintain its corporate status, a corporation must file an Annual Return prior to the end of month in which the date of its registration, amalgamation, or revival, whichever is later, occurs.

There are three types of Annual Returns: local with share capital (Form 23) (PDF: 44 KB), extra-provincial (Form 28) (PDF: 28 KB), and local without share capital (Form 29) (PDF: 85 KB).

Changes to Annual Return Filing Dates

Introduction

In an effort to serve business better, the Registry of Companies will be amending the annual filing date.

Commencing January 2006, companies will be required to file their annual return prior to the end of month in which the date of its registration, amalgamation, or revival, whichever is later, occurs. Companies that have not filed by the end of their anniversary month will be placed in a status of 'Not in Good Standing' with the Registry of Companies.

Amending the annual return filing date will facilitate the processing of these documents equally throughout the year. This will translate into prompt processing and improved service levels for all companies.

Transitional Period and Future Years

Transitional Period for 2005 Annual Returns

During the transition period (2005/2006), companies will file annual returns for 2005 (12 months) plus the number of months in 2006 up to, but not including, their anniversary month. For this transition period, companies will be charged the annual fee for 2005 plus the applicable pro-rated fee for each month up to, but not including, the anniversary month in 2006.

2006 Annual Returns

The annual return for 2006 will return to a 12 month filing period (from the first day in your anniversary month in 2006 to the last day of the month prior to your anniversary month in 2007). The annual return fee for 2006 will remain at the annual amount of $75 for locally incorporated companies and $200 for extra-provincially registered companies.

Further Information

See tables below for more information:

Table 1 (PDF: 22 KB) : Locally incorporated companies may determine their next annual return filing period and fee by using this table.
Table 2 (PDF: 22 KB) : Extra-Provincially registered companies may determine their next annual return filing period and fee by using this table.

Commencement

This annual filing date change will commence January 1, 2006.

As in previous years, you will receive notification of your upcoming annual return filing requirement 60 days prior to the expiration of the previous return.

Companies will be able to file their annual return DURING the three month period up to the end of their anniversary month.

Fees

The fee you will be required to pay will be pro-rated based on the number of months in the renewal notice for the transitional period. After this transitional period the annual return fee will return to the annual (12 month) rate. Use the tables in the links above for more information.

Please Note: The pro-rated fees do not apply to companies that incorporated or registered in 2005 as no further adjustment is required to their filing period. The filing fee (12 month rate) for these companies will be $75.00 for locally incorporated companies and $200 for extra-provincially registered companies.

Filing On-line

The Registry of Companies is pleased to offer companies the ability to easily file their annual return from the comfort of the user's home or office.

On-line filing provides additional benefits to companies, including:

records being immediately updated;
certainty that the documents will arrive on time and not be returned for incomplete information;
ability to file anytime, day or night, from your own computer, and

This service is available 24 hours a day, seven days a week. Simply go to: cado.eservices.gov.nl.ca

Filing of Annual Returns from Previous Years

The Companies and Deeds Online (CADO) system will permit filing annual returns online for the previous three years. If your company has failed to file its annual returns for 2001 or earlier please contact the Registry of Companies for instructions on how to file these late returns.

Note: Late fees will apply for each annual return your company has failed to file on time.

Failure to file annual returns will result in your company being placed as Not in Good Standing with the Registry of Companies and will eventually lead to involuntary dissolution or cancellation after three years of non-filing.

Form 23

For local companies with share capital, it is important to ensure the following when completing a Form 23 (PDF: 44 KB) :

complete all sections and answer indicated questions;
indicate the period ending for which the return is being filed for (check the notice you received in the mail or contact the Registry of Companies);
if your mailing address has changed please indicate it on the form in the applicable section;
if your registered office has changed and you have not notified the Registry of Companies of this change then please complete and forward a Form 3 (PDF: 41 KB) and a filing fee of $10.00 with this return;

Please Note: A change in your registered office to another community constitutes a change to your articles of incorporation. If this is the case, a Form 4 (PDF: 32 KB), Articles of Amendment, will be required.
if there has been a change to your board of directors and you have not notified the Registry of Companies of this change then please complete and forward a Form 6 (PDF: 232 KB) and a filing fee of $10.00 with this return; and

Please Note: A change in the minimum or maximum number of directors constitutes a change to your articles of incorporation. You will be required to complete a Form 4 (PDF: 32 KB), Articles of Amendment (registration fee $50.00).
A director, officer, or solicitor of the corporation shall sign and date the return and state his or her position with the corporation.

If there are any inconsistencies, the Form 23 will not be filed, and the company will be advised in writing.

A return cannot be filed unless all prior documentation required under the Act has been submitted and registered. Thus, all previous annual returns must be filed up to date and no requests by the registrar remain outstanding on the file.

Form 28

Form 28 (PDF: 28 KB) is to be used by extra-provincial corporations carrying on business in the province and registered with the Registry of Companies. It is important to ensure the following when completing this form:

complete all applicable sections;
that the company name and number is correct prior to filing this document;
indicate the period ending for which the return is being filed for (check the notice you received in the mail or contact the Registry of Companies);
indicate the composition of the authorized share capital of the company. If there has been a change a copy of the Articles of Amendment from their incorporated jurisdiction and a processing fee of $30 is required;
indicate the names and addresses of the persons who at the date of the return are the directors of the company;
indicate the full address of the registered office outside of Newfoundland and Labrador;
indicate the full address of the chief place of business (if different than registered office) outside of Newfoundland and Labrador. If there has been a change a Form 32 (PDF: 100 KB) and a processing fee of $10 is required;
indicate the full address of the registered office in Newfoundland and Labrador. If there has been a change a Form 33 (PDF: 98 KB) and a processing fee of $10 is required;
indicate the name and address of the Attorney for Service. If there has been a change a Form 26 (PDF: 105 KB) and a processing fee of $10 is required; and
signed and dated by a Director (or Secretary or other officer).

If there are any inconsistencies, the Form 28 will not be filed, and the company will be advised in writing.

Form 29

Form 29 (PDF: 85 KB) is to be used by corporations without share capital.

As with local companies, the above-noted checklist should be followed. If there are any inconsistencies, the this form will not be filed, and the company will be advised in writing. A return cannot be filed unless all prior documentation required under the Act has been submitted and registered. Thus, all previous annual returns must be filed up to date and no requests by the registrar remain outstanding on the file.