Most corporations do not need to file a financial statement or a proxy circular with Corporations Canada: however, there are a few exceptions.
A corporation needs to file financial statements if:
- it is a distributing corporation with more than one shareholder; and
- it has not filed similar information with any of the provincial or territorial securities commissions.
A corporation needs to file a management proxy circular if it is a:
- distributing corporation subject to the diversity disclosure requirements;
- distributing corporation that has not filed any information with any of the provincial or territorial securities commissions; or
- non-distributing corporation with more than 50 shareholders.
A dissident's proxy circular needs to be filed if:
- more than 15 shareholders are solicited; and
- the dissident has not filed similar information with any of the provincial or territorial securities commissions.
Also consult the Exemption from the Filing of Certain Documents (Single Filing Exemption).
If you are not sure about whether or not your corporation needs to file these documents, consult a lawyer or other business professional.
Once financial statements and proxy circulars are filed
The documents are automatically filed with the corporation's records, which are maintained by Corporations Canada and made available to the public.
What Corporations Canada keeps on file
Financial statements and proxy circulars previously filed with Corporations Canada are not removed from the corporate records maintained by Corporations Canada. This includes documents previously filed for previous years, or are filed by mistake.
Financial statements and proxy circulars are public documents
Corporate laws that govern federal corporations require the public disclosure of information about federal corporations. These include financial statements and proxy circulars filed with Corporations Canada under the Canada Business Corporations Act.
Members of the public can request copies of financial statements and proxy circulars. Corporations Canada is only required to keep financial statements and proxy circulars for six (6) years after they were filed.
Correcting errors found in financial statements or proxy circulars already filed
If you find an error in a document that has already been filed with Corporations Canada or find out that a document has been filed by mistake (for example, a draft version of financial statement has been filed instead of the approved version), you have to file the amended version.
A suggested best practice consists of explaining, on the first page of the amended document, that the document previously filed contains an error and that the amended version is a replacement.
The policy Correction of Articles and Certificates of a business corporation does not apply to corrections of a financial statements and a proxy circular filed by the corporation.
Documents previously filed with Corporations Canada will not be removed from the corporate records maintained by Corporations Canada.