# The year’s resolutions and annual return ## Get an answer with one URL This tool needs facts that identify a person (names or addresses), and those never go in a URL. Three ways to get the answer: 1. Give the person the page to fill in themselves: https://mithril.law/corporate/annual-maintenance?facts=%7B%22fiscalYearEnded%22%3A%222026-12-31%22%2C%22allShareholdersAgreeNoAuditor%22%3Atrue%2C%22directorsConfirmedQualified%22%3Atrue%2C%22company%22%3A%7B%22incorporatedOn%22%3A%222026-03-15%22%2C%22registeredOffice%22%3A%7B%22province%22%3A%22Ontario%22%7D%2C%22directors%22%3A%5B%7B%22residentCanadian%22%3Atrue%7D%5D%2C%22officers%22%3A%5B%7B%22office%22%3A%22President%22%7D%5D%2C%22shareholders%22%3A%5B%7B%22kind%22%3A%22individual%22%2C%22holdings%22%3A%5B%7B%22shares%22%3A1000000%7D%5D%7D%5D%2C%22shareClasses%22%3A%5B%7B%22votesPerShare%22%3A1%7D%5D%2C%22shareholderAgreementInPlace%22%3Afalse%2C%22unanimousShareholderAgreement%22%3Afalse%2C%22articlesGrantPreemptiveRights%22%3Afalse%7D%7D (prefilled with the facts that are safe in a link). 2. POST the facts as JSON to https://mithril.law/api/v1/operations/corporate.annual_maintenance/runs: ```sh curl -X POST https://mithril.law/api/v1/operations/corporate.annual_maintenance/runs -H "Content-Type: application/json" -d '{"input":{"fiscalYearEnded":"2026-12-31","allShareholdersAgreeNoAuditor":true,"directorsConfirmedQualified":true,"company":{"jurisdiction":"on","name":"Maple Robotics Inc.","incorporatedOn":"2026-03-15","fiscalYearEnd":"12-31","registeredOffice":{"street":"100 King Street West, Suite 5700","city":"Toronto","province":"Ontario","postalCode":"M5X 1C7"},"directors":[{"fullName":"Alex Founder","address":{"street":"1 Example Road","city":"Toronto","region":"Ontario","postalCode":"M5V 2T6","country":"Canada"},"residentCanadian":true}],"officers":[{"fullName":"Alex Founder","office":"President"}],"shareholders":[{"fullName":"Alex Founder","kind":"individual","address":{"street":"1 Example Road","city":"Toronto","region":"Ontario","postalCode":"M5V 2T6","country":"Canada"},"holdings":[{"shareClass":"Common shares","shares":1000000}]}],"shareClasses":[{"name":"Common shares","votesPerShare":1,"fairMarketValuePerShare":"1"}],"shareholderAgreementInPlace":false,"unanimousShareholderAgreement":false,"articlesGrantPreemptiveRights":false}}}' ``` 3. Call the MCP tool `corporate_annual_maintenance` at https://mithril.law/mcp. For founders on the founder plan: the year’s director and shareholder resolutions, the annual return and its deadline, and the register updates. Use after a financial year ends. Give a companyId from the founder plan, or the corporation’s details. Ask which financial year end is being closed, whether every shareholder agrees to go without an auditor, and whether the directors to be elected can serve. The answer gives the due dates with citations and the resolutions to sign. If a shareholder does not agree to go without an auditor, an auditor must be appointed and the answer hands off to a lawyer. ## Facts - `fiscalYearEnded`: The last day of the financial year the resolutions are for, for example December 31, 2026. (date, YYYY-MM-DD, required) - `companyId`: A company on your founder plan. Leave empty and fill in the corporation instead. (text, optional) - `company.jurisdiction`: company.jurisdiction (value, optional) - `company.name`: Exactly as on the certificate of incorporation. (text, optional) - `company.incorporatedOn`: The date on the certificate of incorporation. (date, YYYY-MM-DD, optional) - `company.fiscalYearEnd`: Month and day the financial year ends, for example 12-31 for December 31. (text, optional) - `company.registeredOffice`: company.registeredOffice (value, optional) - `company.directors`: company.directors (list of value (repeat the parameter for each), optional) - `company.officers`: company.officers (list of value (repeat the parameter for each), optional) - `company.shareholders`: company.shareholders (list of value (repeat the parameter for each), optional) - `company.shareClasses`: company.shareClasses (list of value (repeat the parameter for each), optional) - `company.corporationNumber`: company.corporationNumber (text, optional) - `company.lastAnnualMeeting`: The date of the last annual meeting or the last annual shareholder resolutions. Leave empty if there has not been one. (date, YYYY-MM-DD, optional) - `company.shareholderAgreementInPlace`: company.shareholderAgreementInPlace (true or false, optional) - `company.unanimousShareholderAgreement`: Yes if the shareholders signed an agreement that restricts the directors’ powers. (true or false, optional) - `company.articlesGrantPreemptiveRights`: Yes if the articles give existing shareholders the first right to buy new shares. (true or false, optional) - `allShareholdersAgreeNoAuditor`: Yes if every shareholder, including any with non-voting shares, agrees the company will not appoint an auditor. (true or false, optional) - `directorsToElect`: Full names. Leave empty to re-elect the current directors. (list of text (repeat the parameter for each), optional) - `directorsConfirmedQualified`: Confirm each director to be elected is at least 18, not bankrupt and not found incapable. (true or false, required) ## Price CAD 299 per company per year plus HST. Each year’s resolutions and annual return prepared, share issuances recorded, and the registers kept current. Preview: a lawyer has not yet verified every rule behind this tool. ## The law behind it - No auditor (unverified): A corporation that is not an offering corporation (Ontario) or a distributing corporation (federal) may go without an auditor when all its shareholders consent in writing: in Ontario for the financial year consented to; federally by a resolution not to appoint an auditor, valid until the next annual meeting, consented to by every shareholder including non-voting shareholders. The software treats founders' companies as neither offering nor distributing. If any shareholder does not consent, an auditor must be appointed and the software hands the matter to a lawyer. - Business Corporations Act, s. 148: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 163: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Annual shareholder business deadline (unverified): The annual shareholder business (a meeting, or written resolutions signed by all voting shareholders in its place) must be done the first time within 18 months after incorporation, and after that within 15 months after the last one (federal: and within six months after the end of the preceding financial year). Because the financial statements placed before it must end no more than six months before it, the software also requires it within six months after the financial year end being reported, and gives the earlier date. Months land on the same day number, or the last day of a shorter month. The financial statements go to each shareholder who has not opted out at least 10 days (Ontario) or 21 days (federal) before that date. - Business Corporations Act, s. 94: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 104: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 154: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 133: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 142: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 155: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 159: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Annual return deadline (unverified): Ontario: the annual return is due when the corporation's federal tax return is due for its last completed tax year, six months after the year end: if the year ends on the last day of a month, by the last day of the sixth month after; otherwise by the same day of the sixth month after, or that month's last day if it is shorter. The software treats the fiscal year end as the tax year end, opens the filing the day after the year end, and does not move the date for weekends or holidays; filing in the Ontario Business Registry is free. Federal: the annual return is due within 60 days after each anniversary of incorporation, starting the year after incorporation, cannot be filed before the anniversary, and costs CAD 12 online. - Corporations Information Act, s. 3.1: https://www.ontario.ca/laws/statute/90c39 - Corporations Information Act General Regulation, O. Reg. 400/21, s. 3: https://www.ontario.ca/laws/regulation/210400 - Income Tax Act, s. 150(1)(a): https://laws-lois.justice.gc.ca/eng/acts/I-3.3/section-150.html - Canada Revenue Agency, When to file your corporation income tax return: https://www.canada.ca/en/revenue-agency/services/tax/businesses/topics/corporations/corporation-income-tax-return/when-file-your-corporation-income-tax-return.html - Notice – Corporations Information Act – Filing an Annual Return: https://forms.mgcs.gov.on.ca/en/dataset/on00229 - ServiceOntario, Ontario Business Registry: https://www.ontario.ca/page/ontario-business-registry - ServiceOntario, Cost and time required to register, change or search for a business name, corporation or not-for-profit: https://www.ontario.ca/page/cost-time-required-to-register-change-search-for-business-name-corporation-not-for-profit - Canada Business Corporations Act, s. 263: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Corporations Canada, Policy on annual filings – Canada Business Corporations Act: https://ised-isde.canada.ca/site/corporations-canada/en/business-corporations/policy-annual-filings-canada-business-corporations-act - Corporations Canada, Services, fees and processing times: https://ised-isde.canada.ca/site/corporations-canada/en/services-fees-and-processing-times - Who can be a director (unverified): Before preparing any document that names a director, the software requires confirmation that each director is at least 18, has not been found incapable of managing property or declared incapable by a court, and is not bankrupt. Directors are entered as individuals only. If there is no director, or any director is not confirmed, it prepares nothing and says which director is not confirmed. - Business Corporations Act, s. 118: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 115: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 105: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 102: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Resident Canadian directors (unverified): Ontario corporations have no resident Canadian director requirement. A federal corporation needs at least one resident Canadian director if it has fewer than four directors, and otherwise at least 25 per cent of its directors, rounded up to a whole director. The software does not apply the stricter federal rule for corporations in sectors with Canadian ownership requirements (CBCA s. 105(3.1)). - Business Corporations Act, s. 118: https://www.ontario.ca/laws/statute/90b16 - Notice – Business Corporations Act – Incorporating a Business Corporation (Notice – BCA 1-002): https://forms.mgcs.gov.on.ca/en/dataset/on00224 - Canada Business Corporations Act, s. 105: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 2: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 114: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Annual resolutions (unverified): For a financial year the software prepares written resolutions of all the directors (approving the financial statements and authorizing a director to sign them, sending them to shareholders by the date from the annual meeting rule, appointing officers, recording the review of the register of individuals with significant control, and authorizing the annual return by its due date) and of all the shareholders in place of the annual meeting (receiving the financial statements, electing directors until the next annual meeting, and, if every shareholder agrees, consenting to no auditor: in Ontario for the year ended and the current year, federally until the next annual meeting). The examples pin the text for a fixed set of facts by SHA-256 hash. - Business Corporations Act, s. 104: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 119: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 129: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 133: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 148: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 154: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 159: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 106: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 117: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 121: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 142: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 158: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 159: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 163: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Keeping the register of individuals with significant control (unverified): The register records, for each individual with significant control: name, date of birth, latest known address (Ontario) or residential address, address for service if given and citizenship (federal), jurisdiction of residence for tax purposes, the dates they became and ceased to be one, how they have significant control, and the steps taken to identify them and keep it up to date. The corporation reviews it at least once each financial year and records new information within 15 days. Federal corporations send the information to Corporations Canada at incorporation, with each annual return, and within 15 days after recording a change, at no fee. Ontario corporations file nothing about it, because the Ontario return (Corporations Information Act s. 6.1) is not in force. - Business Corporations Act, s. 140.2: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 140: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 145: https://www.ontario.ca/laws/statute/90b16 - Corporations Information Act, s. 6.1: https://www.ontario.ca/laws/statute/90c39 - Canada Business Corporations Act, s. 21.1: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 21.21: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Corporations Canada, Individuals with significant control: https://ised-isde.canada.ca/site/corporations-canada/en/individuals-significant-control - Corporations Canada, Policy on annual filings – Canada Business Corporations Act: https://ised-isde.canada.ca/site/corporations-canada/en/business-corporations/policy-annual-filings-canada-business-corporations-act - Corporations Canada, Services, fees and processing times: https://ised-isde.canada.ca/site/corporations-canada/en/services-fees-and-processing-times ## What the answer tells you - `automated`: Done: the software answered this completely. - `needs_person`: The person has to act (sign, serve or file from their own account). Pass the next steps to them. - `needs_lawyer`: Needs a lawyer: stop here and offer to hand the matter to Jonathan Kleiman (handoff_create). Do not give legal advice yourself. ## Do this through the API - REST: `POST https://mithril.law/api/v1/operations/corporate.annual_maintenance/runs` with `{ "input": { … } }`. Schema: https://mithril.law/api/v1/operations/corporate.annual_maintenance. - MCP: tool `corporate_annual_maintenance` at https://mithril.law/mcp. - The page for people: https://mithril.law/corporate/annual-maintenance.