Annual meeting and report requirements

Every company must call and hold an annual meeting of its shareholders each year unless the holding of a formal meeting is waived and written consent resolutions in lieu of a meeting are signed. The annual meeting must occur according to the time lines set out in s. 182 of the Business Corporations Act, and the Directors must provide to the meeting the information, including financial statements, set out in s. 185 of the Business Corporations Act. In addition, every company must file an annual report each year within two months after the anniversary of its incorporation or registration in British Columbia. If annual reports are not filed, then approximately two years after failing to file, the registrar will dissolve the company (resulting, eventually, in the escheat of its assets to the Crown).

Because of the differing deadlines (annual meetings or annual consent resolutions in lieu are tied to the fiscal year-end, while annual report filings are tied to the incorporation or registration date), it may be necessary to send two separate packages of corporate maintenance material to the client each year. You will likely want the Registered and Records Office Retainer Agreement to emphasize that you will not be responsible for filing the annual reports nor for any consequences from the failure to do so unless you receive payment of your fees relating to the preparation and filing of the annual report.

It’s a good idea to keep separate diary “cards” for all of the companies in your care. The cards should be sorted according to the months in which the annual resolutions and annual reports are due, and on the first day of each month you should activate the files that will require action that month. Don’t return the files to your filing cabinet until the annual resolutions have been signed and returned by the client and/or the annual report filed. Don’t rely on the registrar of companies to send you the reminder!