Introduction
Every Ontario corporation is required to file an annual return with the Ontario Business Registry — a brief administrative filing confirming the corporation's current registered address, directors, and ongoing status. Missing this annual filing — not the T2 tax return, but the separate provincial administrative return — can result in the corporation being struck off the register.
The Annual Return vs. the T2 Return
This is a source of frequent confusion: there are two separate annual filings for an Ontario corporation.
Federal T2 return: The corporate income tax return filed with the CRA. Discussed throughout this content library. Failure to file triggers late-filing penalties.
Ontario annual return: An administrative filing with the Ontario Business Registry, confirming the corporation is still active and its key information is current. This has no tax consequence — it is a provincial corporate law requirement under the OBCA.
Missing the Ontario annual return does not affect the T2 filing obligation. But it can result in the corporation being struck off the Ontario register — officially dissolved in the province's view — while the T2 filing obligation continues to exist with the CRA.
Scenario: Clear Path Holdings Inc. Is Struck Off
The director of Clear Path Holdings Inc. was focused on an extended professional project and missed three consecutive Ontario annual return filings. The Ontario Business Registry sent notices to the corporation's registered address — but the address had changed and the notices were not received. After the third missed filing, Clear Path Holdings was struck off the Ontario register in 2025.
The Consequences of Being Struck Off
The corporation ceases to legally exist in Ontario: It cannot enter contracts, hold assets, issue shares, or conduct business in Ontario.
Existing contracts may be voidable: Contracts entered into after the strike-off date are technically entered into by a non-existent legal entity — which may make them voidable by the other party.
The CRA is not bound by the provincial strike-off: The CRA continues to require T2 filings for any year in which the corporation had activity. A corporation struck off the provincial register that continues to generate income (for example, a holdco with an investment portfolio) still owes T2 returns.
Director liability continues: The directors of a struck-off corporation may retain personal liability for the corporation's obligations that arose prior to the strike-off.
Restoring the Corporation
An Ontario corporation that has been struck off can be restored to the register through an application to the Ontario Business Registry. Restoration requires:
Filing all outstanding annual returns.
Paying any outstanding fees and penalties.
Updating registered office and director information.
Once restored, the corporation is deemed to have been continuously in existence — contracts entered into during the struck-off period may be ratified, and the corporation's legal status is reinstated.
The CRA Clearance Certificate Interaction
A corporation that is struck off the Ontario register but has not been formally dissolved from a CRA perspective — no clearance certificate was obtained — is in a legal limbo. The provincial registry treats it as dissolved; the CRA treats it as ongoing. The restoration process resolves the provincial side; the CRA clearance certificate resolves the federal side.
When to Speak With a CPA
If a corporation has been struck off the Ontario registry, the restoration process should be coordinated between the CPA (who manages the CRA and T2 position) and a corporate lawyer (who files the restoration application). The sequence and documentation requirements are specific and should not be managed without professional involvement.