
FAQ
1. What is a Manitoba Annual Return?
The Manitoba Annual Return, officially referred to as the Annual Return of Information, is a yearly declaration of company information submitted by a Manitoba corporation to the Manitoba Companies Office.
The Annual Return is primarily used to confirm and update the company's basic information registered with the Companies Office, such as:
- Registered Office
- Mailing Address
- Directors / Officers
- Shareholders
- Main Type of Business
- Attorney for Service (if applicable)
Please note:
Manitoba Annual Return ≠ Corporate Income Tax Return.
The Annual Return is a corporate registration maintenance matter, while the T2 Corporate Income Tax Return is for corporate income tax filing. These are two different compliance requirements.
2. Is an Annual Return mandatory for Manitoba companies every year?
Generally, yes.
The Manitoba Companies Office explicitly states that all corporations incorporated or registered in Manitoba must submit an Annual Return every year.
Even if the company:
- has no income
- has no employees
- has temporarily ceased operations
- had no transactions during the year
- is in an inactive status
As long as the company remains registered, it cannot automatically cease filing the Annual Return due to "no operations."
3. When is the Manitoba Annual Return due?
The Manitoba Annual Return must be filed annually according to the company's incorporation / amalgamation anniversary month.
The filed information must reflect the company's status on the last day of that anniversary month.
For example:
A company was registered on January 5, 2024.
The Annual Return must be based on:
the company information as of January 31
rather than simply the information as of January 5.
4. What is the difference between a Manitoba Annual Return and corporate tax filing?
They are completely different.
Manitoba Annual Return
→ Submitted to the Manitoba Companies Office
→ Used to maintain the company's registration information and legal status
Corporate Income Tax Return / T2
→ Submitted to the CRA
→ Used to declare the company's income, expenses, and corporate income tax
Therefore:
Completing the T2 corporate tax filing does not mean the Manitoba Annual Return has been completed.
Similarly, completing the Annual Return does not replace corporate tax filing.
5. What information is required for the Manitoba Annual Return?
When filing a Manitoba Annual Return, the following information typically needs to be confirmed:
- Corporate Name
- Manitoba Corporation Number
- Mailing Address
- Registered Office
- Main Type of Business
- Directors
- Officers
- Shareholders
- Attorney for Service (if applicable)
- Contact Information
For Manitoba share corporations, the Annual Return may also require disclosure of the names of shareholders holding 10% or more of the issued voting shares, as well as the corresponding number and class of shares.
6. If the company's address, directors, or shareholders change, can these be updated in the Annual Return?
Some information can be confirmed or updated in the Annual Return, but this depends on the date the change occurred and the type of information.
For example, if the Registered Office changed before the last day of the company's anniversary month, it might be reflected through the Annual Return; if it changed after the anniversary month, a separate change filing might be required.
Changes to Directors, Officers, Shareholders, etc., should also be handled according to the Companies Office's specific filing requirements.
Therefore, before officially submitting the Annual Return, it is advisable to first check if the company's existing Registry Record is accurate.
7. What happens if a Manitoba Annual Return is filed late?
It is not advisable to consistently delay Annual Returns.
The Manitoba Companies Office explicitly warns:
If Annual Returns are not submitted for two consecutive years, a Manitoba corporation may be Dissolved.
If it is a Federal or Extra-Provincial corporation registered in Manitoba, its Manitoba registration may also be cancelled.
Therefore, if you find that an Annual Return is overdue, you should promptly confirm:
- which years are outstanding
- whether the company is still Active
- whether a dissolution / cancellation notice has been received
- whether historical Annual Returns need to be filed retroactively