Annual filings package

Annual Filings Service Terms

Version 1.0  ·  Effective 4 September 2026  ·  Limited scope retainer

These terms apply when you instruct Wires Law, through our online confirmation page, to complete the annual corporate filings for your corporation. They cover only the work described below, for the filing year or years you select. Clause 2 explains how they fit with any engagement agreement your corporation already has with us, and what applies if it has none. "We", "us" and "Wires Law" mean Wires Law (John Wires, Barrister & Solicitor). "You" means the corporation named on the confirmation page and the person accepting on its behalf.

1What we do for the fee

1. For the filing year you select we will: (a) prepare the annual resolutions of the shareholders and directors (annual meeting minutes) and any waiver of audit; (b) review and update the corporation's register of individuals with significant control (ISC register) based on the information you confirm, and file the ISC information with Corporations Canada; (c) prepare and, once the documents are signed, file the annual return (Form 22) with Corporations Canada; (d) send you the filed documents and place them in the corporation's minute book if we maintain one for you; and (e) confirm completion to you by email. Where the log shows an earlier filing year is outstanding and you select it as well, we will do the same for each additional year you accept, at the catch-up fee shown for that year.
2. The fee for the package you select is shown on the confirmation page and in the table below. Fees are fixed for the filing year you accept; the $12 government filing fee, other disbursements and HST are added. Our fees are non-refundable once the documents have been prepared.

1. The fees shown on the confirmation page and in the table above are an invitation to treat and not an offer. They are based on the information we hold for the corporation and on the assumptions in the clause below. We review the fee against the corporation's actual circumstances and confirm it before we begin. If a listed fee does not fit those circumstances, we will tell you before doing the work and either quote a revised fee for your approval or decline to act.
2. Our fixed fees assume that: (a) the annual resolutions will be approved and signed by all directors and shareholders by written consent, so that no meeting needs to be called, held or chaired and no notice or quorum requirements need to be satisfied; (b) there is no dispute or disagreement among the directors or shareholders about the corporation, its records or the filings; (c) the corporation's records are complete and current, and the information you confirm to us is accurate; and (d) no change to the directors, officers, registered office, share capital or shareholders needs to be filed.
3. If any of those assumptions does not hold — in particular if a director or shareholder declines to sign, or a disagreement arises between them — the fixed fee does not apply. We will stop, tell you, and either quote the further work for your approval before continuing or, where we cannot properly continue to act for the corporation, withdraw under section 3. Work outside the fixed fee is charged at our hourly rate of $350 plus HST. We are not obliged to advise on, mediate or resolve any disagreement between directors or shareholders under these terms.
4. Anything not listed in clause 1 is outside this engagement. In particular, we are not reviewing your corporation's articles, by-laws, shareholder agreements, share ledger or tax position, and we do not give tax advice. If you report a change (for example a new director, a new address or a share transfer), we will quote that work separately before doing it; the annual filing may have to wait until the change has been filed.

2How these terms fit with any agreement you already have with us

1. If your corporation has a current engagement agreement with Wires Law, these terms add the annual filings work described in clause 1 to that engagement as an additional scope of work. That agreement continues to govern our relationship generally, and these terms supplement it for the annual filings work only. Where the two conflict in relation to that work, these terms prevail.
2. If your corporation does not have a current engagement agreement with Wires Law, these terms are the entire agreement between us for this work. They are a limited scope retainer: we are engaged only for the work described in clause 1, for the filing year or years you select, and for nothing else. We are not acting as your general counsel and we are not responsible for any other aspect of the corporation's affairs.
3. Accepting these terms for a filing year neither creates nor continues a general retainer, and does not oblige us to act on any other matter.

3How the engagement starts and ends

1. Your engagement of Wires Law for a filing year begins when you accept these terms on the confirmation page and we confirm by email. Each filing year is a separate engagement, accepted separately. Being in our reminder system does not by itself engage us for any year.
2. The engagement ends when we email you the filed documents. These terms continue to govern that year's work after it ends.
3. Either of us may end the engagement on written notice. If you end it after the documents have been prepared, the fee remains payable. We may decline or withdraw in accordance with the Law Society's rules, including if fees are unpaid or we cannot obtain the information or signatures we need.

4Reminders, deadlines and your responsibilities

1. For corporations in our annual filings program we will send email reminders ahead of the filing deadline and monitor the public corporate registry for the corporation's filing status. Reminders are sent to the email addresses you have given us. It remains your responsibility to keep your corporation in good standing, to keep your contact email current with us, and to instruct us in time: we cannot file until you have accepted for the year and the signatories have signed.
2. You confirm that the information shown on the confirmation page and given to us (directors, registered office, shareholders, individuals with significant control and their details) is accurate and complete, that the annual meeting or written resolutions will be held or signed as prepared, and that the people signing are authorized to do so. We rely on that information without independent verification, and we are not responsible for a filing that is late, rejected or inaccurate because information or signatures were not provided to us in time or were incorrect.
3. Corporations Canada may dissolve a corporation that has not filed annual returns. If a year has been missed, tell us and we will quote the catch-up filing.

1. Completion of the annual return and the ISC filing is conditional on our receiving from you, in time, all of the information required for the corporation's register of individuals with significant control. That information includes, for each individual with significant control: full legal name, date of birth, country or countries of citizenship, country or countries of tax residency, residential address (and a service address if used), the date they became and, if applicable, ceased to be an individual with significant control, and a description of how they have significant control.
2. Under the Canada Business Corporations Act, an individual with significant control is generally one who owns, controls or directs — individually, jointly or in concert with others — 25% or more of the corporation's voting shares, or shares representing 25% or more of the fair market value of all outstanding shares, or who otherwise has direct or indirect influence amounting to control in fact, or any combination of those. Corporations Canada explains the test here: Individuals with significant control. If you are unsure whether someone meets it, tell us before you accept and we will advise on that separately.
3. It is your obligation, not ours, to identify every individual with significant control and to report any change — including a share transfer, a new or departing shareholder, a change of address, citizenship or tax residency, a trust or holding company in the ownership chain, or any arrangement giving someone influence over the corporation. We prepare the register from what you confirm to us and we rely on it without independent verification. We are not responsible for a register or filing that is incomplete or inaccurate because a change was not reported to us.
4. A corporation that fails to keep an accurate ISC register, or to send the required information to Corporations Canada, may face penalties under the Act, and its directors, officers and shareholders may face personal liability. We will tell you what we need; if we do not receive it, we will not file, and the corporation remains responsible for the consequences of the filing not being made.

5Fees, invoices and payment

1. We invoice by email when the filing is complete; invoices are payable on receipt. You may pay by e-transfer or by card through Clio. If you have given us card details, you authorize us to charge the card for this engagement's invoice and, if an invoice becomes past due, for that invoice. Card payments carry a processing surcharge equal to our actual cost of acceptance, shown on the payment page; no surcharge applies to e-transfer.
2. We do not hold client money in trust and do not take payment before the work is done. Unpaid invoices bear interest at 1% per month, compounded monthly, from 30 days after the invoice date, or the maximum permitted under the Solicitors Act (Ontario) if less. You may have our account assessed under the Solicitors Act.

6Working electronically

1. We operate virtually. You agree that we may communicate with you by email and video conference, deliver documents electronically, obtain signatures through Dropbox Sign or a similar service, and store your files with third-party cloud providers whose servers may be outside Canada. Electronic signatures and documents are as effective as originals under the Electronic Commerce Act, 2000 (Ontario). You must keep your own copies of documents we send you.
2. Email and cloud services are not perfectly secure. We use reasonable safeguards; you accept the residual risk of electronic communication, and to the fullest extent permitted by law we are not liable for security breaches of third-party services outside our control.
3. Corporations Canada sends filing reminders and notices to the email address registered for the corporation. For corporations in our annual filings program that is our address. We do not register your own email address with Corporations Canada unless you ask us to; if you would like it added, tell us and we will arrange it. You authorize us to use third-party filing providers and contract personnel, including Webhaller Inc. (a company controlled by John Wires), in carrying out the work.
4. We give you access to your corporation's confirmation page through a link that is unique to that corporation and that filing cycle, sent to the email addresses you have given us. The link is not published and it expires. Anyone who has the link can view the page and give us instructions on it, so please keep it confidential and do not forward it; if someone else should deal with the filing, tell us and we will send them their own link. We are entitled to act on instructions given through the link, and we are not responsible for instructions given by someone to whom you or another recipient passed it on.

7Confidentiality, privilege and your file

1. Communications with us are confidential and may be protected by solicitor-client privilege. Our work is for your corporation only and may not be relied on by anyone else. We keep electronic files for seven years after the end of the last filing year for which we acted for the corporation, after which they may be destroyed without further notice.
2. We will identify and, where required, verify the identity of the corporation and the person instructing us, as the Law Society requires. For a corporation we have acted for before, we rely on the identification already on file unless you tell us something has changed.

8Limitation of liability

1. To the fullest extent permitted by law, the total liability of Wires Law, John Wires and anyone working with us, for any claim arising out of or relating to an engagement under these terms, is limited to the lesser of $1,000 and the fees paid for the filing year giving rise to the claim. We are not liable for indirect or consequential loss, including lost profits or the consequences of a corporation's dissolution where we were not instructed in time. The Law Society's rules do not permit us to exclude liability for professional negligence entirely, and this clause operates within those rules.
2. We are not responsible for delay or failure caused by events outside our control, including outages of government registries, signature services or the internet.

9Transfer of the program

1. The annual filings program is a service of Wires Law. If Wires Law transfers the program to another law firm or licensed provider, or to a successor of the practice, we may assign these terms and transfer your corporation's filing records to the transferee, and will tell you when we do. You may end the engagement on notice at any time under section 3.

10General

1. These terms govern the annual filings work, together with your engagement agreement with Wires Law where one is in place (clause 2). Ontario law governs.
2. If any dispute arises between you and Wires Law relating to the application, interpretation, implementation, or validity of these terms or an engagement under them, you and Wires Law agree to resolve the dispute by arbitration at ADR Chambers using the ADR Chambers Expedited Arbitration Rules. You and Wires Law agree that the ADR Chambers Expedited Arbitration Rules give each of you a fair opportunity to present your case and respond to the case of the other side. The arbitration shall be held in Toronto, or virtually at the discretion of the arbitrator, and shall proceed in accordance with the provisions of the Arbitration Act (Ontario). Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. There shall be no appeal on questions of fact, law, or mixed fact and law. Nothing in this clause limits your right to have our accounts assessed under the Solicitors Act (Ontario).
3. If part of these terms is unenforceable, the rest continues to apply. Clauses on fees, limitation of liability, reliance, confidentiality, file retention and dispute resolution survive the end of the engagement. Wires Law is regulated by the Law Society of Ontario (lso.ca).