Jurisdiction: Canada and Ontario (this post is only to facilitate discussion with lawyers and is not legal advice).

Both federal and Ontario business corporation statutes require corporations to register their addresses with the government. See the statutes for details and penalties.

This note is about the effect of failing to keep the registration current on procedural rights on litigation in Ontario Superior Court or small claims court.

Rules of both courts provide an alternative to personal service where a corporation cannot be found at its registered address. This is how it works. If a plaintiff is suing the corporation and the company is not at its registered address, the plaintiff can serve the corpotation by mail at its registered address (small claims court rules also require mailing a copy to each director at their registered addresses).

If the corporation is not at its registered address, notice of the claim will depend on the mail forwarding arrangement (small claims court rules a bit more protective of corporate defendants but not perfectly so). This is often a recipe for the corporation’s default.

Plaintiffs regularly note corporations in default and get default judgments because corporate defendants did not keep their addresses current with the government.

The risks of this default are only as big as the plaintiff’s claim. Setting aside a default judgment is not a foregone conclusion. Trying to do so also requires the defendant to show some merit to its defence, which is an additional procedural burden and risk factor arising out of the default.