
FAQ
1. What is a Manitoba Annual Return?
The Manitoba Annual Return, officially referred to as the Annual Return of Information, is an annual corporate information filing submitted by Manitoba corporations 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 different compliance requirements.
2. Is a Manitoba Annual Return required every year?
Generally, yes.
The Manitoba Companies Office explicitly states that all corporations incorporated or registered in Manitoba are required to submit an Annual Return every year.
This applies even if the company:
- Has no income
- Has no employees
- Has temporarily ceased operations
- Had no transactions in the current year
- Is in an inactive state
As long as the company remains registered, it cannot automatically cease Annual Return filings simply because it is "not operating."
3. When is the Manitoba Annual Return due?
The Manitoba Annual Return must be filed annually based on the company's incorporation / amalgamation anniversary month.
The filed information must reflect the company's status as of the last day of that anniversary month.
For example:
A company was registered on January 5, 2024.
The Annual Return must be filed based on the company information as of:
January 31
and not simply reflect 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 CRA
→ Used to declare the company's income, expenses, and corporate income tax
Therefore:
Completing your T2 corporate tax filing does not mean your Manitoba Annual Return is complete.
Similarly, completing the Annual Return does not replace corporate tax filing.
5. What information is required for a Manitoba Annual Return?
When filing a Manitoba Annual Return, you typically need to confirm:
- 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, along with 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 of the change 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 in 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 specific filing requirements of the Companies Office.
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 the Manitoba Annual Return is overdue?
It is not advisable to delay Annual Returns for extended periods.
The Manitoba Companies Office explicitly warns:
If a Manitoba corporation fails to file an Annual Return for two consecutive years, it 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 have not yet been filed
- Whether the company is currently Active
- Whether a dissolution/cancellation notice has been received
- Whether historical Annual Returns need to be filed retroactively