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Numbered Company Guide

The Complete Guide to Numbered Company Maintenance

Keeping a numbered company current between returns: the registry, the registered office, the minute book and the years nobody filed. Nil T2 filing is $300.00 plus HST per tax year.

Written and reviewed by Sharad Gondaliya, CPA (Ontario), CPA Ontario Membership 61040184.

What a Numbered Company Is

A numbered company is a corporation that was incorporated without choosing a name, so the registry assigned it a number instead. In Ontario that reads as a seven-digit number followed by Ontario Inc.

The number is the corporation’s legal name. It is not a placeholder and it does not need replacing.

Incorporating with a number is a deliberate choice, often because a name search was not wanted or the corporation was set up to hold something rather than to trade under a brand.

A Number Changes Nothing About Filing

Every obligation a named corporation has, a numbered one has identically. The return, the schedules, the deadlines and the annual return are the same.

Obligation Named corporation Numbered corporation
Annual T2 Yes Yes
Nil return when inactive Yes Yes
Six-month deadline Yes Yes
Annual return with the registry Yes Yes
Dissolution to end the obligations Yes Yes

The guide to numbered company tax filing covers the return itself.

Finding Your Corporation Number and Business Number

Two different numbers are in play, issued by two different bodies, and they are routinely confused.

Number Issued by Used for
Corporation number The incorporating registry Registry filings and the corporation’s identity
Business number The Canada Revenue Agency Tax accounts, including the T2

A corporation can have a corporation number and no business number if it never registered for anything. The business number is obtained before the first return is transmitted.

See whether a business number is needed to file.

The Annual Return and the Registry

The annual return keeps the corporation on the register. It confirms the directors, the registered office and that the corporation still exists, and it reports no income.

A numbered company is the most common casualty of a missed annual return, because there is no trading activity reminding anyone it exists.

Missing it does not produce a charge. It produces a striking: the registry dissolves the corporation involuntarily, while its tax years stay open and unsettled.

See the guide to provincial and federal annual returns.

Nil T2 Filing, $300.00 plus HST per tax year

One price for every year and every province. CPA reviewed and transmitted electronically.

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Keeping the Registered Office Current

The registered office is the address the registry and the Agency write to. A change has to be filed within the period the registry sets.

A numbered holding company whose registered office is a former accountant’s address, or a home the shareholder moved out of, receives nothing. The warning that it is about to be struck goes to an address nobody reads.

This is the least demanding piece of maintenance there is, and the one most often left.

Director Records

Directors are recorded with the registry and changes are filed when they happen. A corporation whose sole director has died or resigned without a replacement is not properly constituted.

Directors remain exposed to certain corporate amounts, including payroll source deductions and net GST/HST, which makes an accurate record a matter of personal interest rather than paperwork.

Event Filed with the registry Timing
A director appointed Yes Within the registry’s period
A director resigned Yes Within the registry’s period
A director’s address changed Yes Within the registry’s period

None of these are tax filings and none are covered by the fee on this page.

The Minute Book

The minute book holds the articles, the registers of directors and shareholders, the share certificates and the resolutions. It is the corporation’s own record of itself.

It is maintained through dormant years. Annual resolutions are still passed, and the shareholdings recorded in it are what Schedule 50 reports on the return.

See the guide to Schedule 50 and shareholder reporting.

Nil Years on a Numbered Company

A numbered company that holds nothing and does nothing files a nil T2 for every tax year, six months after each year-end, until it is dissolved.

A holding corporation with investment income, a rental corporation and a corporation that paid or received a dividend are not nil. Those are handled by Gondaliya CPA Professional Corporation at gondaliyacpa.ca at $350.00 plus HST per year.

Each year is $300.00 plus HST per tax year. See what happens when a numbered company does not file.

The Forgotten Numbered Company

A numbered company set up years ago for a purpose that never materialised is the commonest version of this. Nobody traded through it, nobody filed for it, and it has been quietly accruing open years.

Those years can all be filed. They are prepared oldest first and transmitted together, and a corporation nobody used has the simplest possible set of figures.

Finding the corporation number, the year-end on record and the list of open years is the first step, and it is usually the only part that takes any effort.

See filing for a corporation you forgot about and the guide to catching up on unfiled corporate tax returns.

Adding an Operating Name Later

A numbered company can register a business name to trade under without changing its legal name. The number remains the corporation’s name on every filing.

Registering a business name is a registry matter and has no effect on the T2. The return continues to be filed in the corporation’s numbered name.

Trading under the new name is, of course, trading. That year is not a nil year.

Closing a Numbered Company

Maintenance ends only at dissolution. Until then the corporation exists and acquires a new filing obligation every year, whether or not anyone is attending to it.

Every outstanding year is filed first, then a clearance certificate, then articles of dissolution, then the final T2 running to the dissolution date.

The sequence is in the guide to winding up an inactive corporation.

What the Fee Covers

The fee is $300.00 plus HST per tax year, covering one nil T2 return for one corporation for one tax year:

Included Detail
The T2 return Including the T2 Short where the corporation qualifies
GIFI Schedules 100, 125 and 141 Where they are required
Schedule 24 On a first return
Schedule 50 For every shareholder at 10% or more
Schedule 8 and loss continuity Recorded
Form T183CORP package With single-use secure e-signing
CPA review Before transmission
Electronic transmission By a registered EFILE electronic filer
One corrected transmission If the Agency rejects the first one
CRA confirmation Emailed within 3 business days

See the full nil T2 filing cost.

Frequently Asked Questions

Is a Numbered Company Treated Differently by the Agency?

No. Every obligation a named corporation has, a numbered one has identically: the return, the schedules, the deadlines and the annual return.

What Is the Difference Between a Corporation Number and a Business Number?

The corporation number is issued by the incorporating registry and is used for registry filings. The business number is issued by the Canada Revenue Agency and is used for tax accounts, including the T2.

What Happens if a Numbered Company Misses Its Annual Return?

The registry can dissolve it involuntarily. That is a striking rather than a charge, and the corporation’s tax years stay open and unsettled afterwards.

Does a Numbered Company That Holds Nothing Still File?

Yes, a nil T2 for every tax year, six months after each year-end, until it is formally dissolved.

Can I File for a Numbered Company I Forgot I Had?

Yes. The open years are prepared oldest first and can be transmitted together. A corporation nobody used has the simplest possible set of figures.

Can a Numbered Company Trade Under a Name?

It can register a business name to trade under while its legal name remains the number. Registering the name has no effect on the T2, though trading under it means that year is not nil.

Questions Answered in Full

The Other Nil T2 Filing Guides

Nil T2 Filing, $300.00 plus HST per tax year

Type your corporation name, pick your unfiled years, pay, and sign Form T183CORP on a secure screen. Your CRA confirmation is emailed within 3 business days.

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