US
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM
40-F
 
 [  ]  Registration
Statement Pursuant to Section 12 of the Securities Exchange Act of
1934
 or
 [x]  Annual
Report Pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934
 
 For the
fiscal period ended December
31, 2008
 
 Commission
file number 0-24762
 
 FirstService
Corporation
 (Exact
name of Registrant as specified in its charter)
 
 N/A
 (Translation
of Registrant’s name into English (if applicable))
 
 Ontario,
Canada
 (Province
or other jurisdiction of incorporation or organization)
 
 6500
 (Primary
Standard Industrial Classification Code Number (if applicable))
 
 N/A
 (I.R.S.
Employer Identification Number (if applicable))
 
 1140
Bay Street, Suite 4000
 Toronto,
Ontario, Canada M5S 2B4
 416-960-9500
 (Address
and telephone number of Registrant’s principal executive offices)
 
 Mr.
Santino Ferrante, Ferrante & Associates
 126
Prospect Street, Cambridge, MA 02139
 617-868-5000
 (Name,
address (including zip code) and telephone number (including area code) of agent
for service in the United States)
 
 Securities
registered or to be registered pursuant to Section 12(b) of the
Act:
 
 Title
      of each class
              Name
      of each exchange on which registeredSubordinate
      Voting Shares
              NASDAQ
      Stock Market
                Toronto
      Stock Exchange
 
 
 Securities
registered or to be registered pursuant to Section 12(g) of the
Act:  None
 
 Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act:  None
 
 For
annual reports, indicate by check mark the information filed with this
Form:
 
 [x]  Annual
information
form                                                                           [x]  Audited annual
financial statements
 
 Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual
report:
 
 5,772,274     7%
Cumulative Preference Shares, Series 1
 28,007,790  Subordinate
Voting Shares and  1,325,694  Multiple Voting
Shares
 
 Indicate
by check mark whether the Registrant by filing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to
rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange
Act”).  If “Yes” is marked, indicate the filing number assigned to the
Registrant in connection with such Rule.
 
 [  ]  Yes                                [x]  No
 
 Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.
 
 [x]  Yes                                [  ]  No
      
 PRINCIPAL
DOCUMENTS
 
 The
following documents have been filed as part of this Annual Report on Form
40-F:
  A.
Annual Information Form
  For the
Registrant’s Annual Information Form for the fiscal period ended December 31,
2008, see Exhibit 1 of this Annual Report on Form 40-F.
  B.
Audited Annual Financial Statements
  For the
Registrant’s consolidated audited annual financial statements as at December 31,
2008, March 31, 2008 and 2007 and for the nine months ended December 31, 2008
and three fiscal years ended on March 31, 2008, including the auditor’s report
with respect thereto, see Exhibit 2 of this Annual Report on Form
40-F.
  C.
Management’s Discussion and Analysis
  For the
Registrant’s management’s discussion and analysis for the nine months ended
December 31, 2008, see Exhibit 3 of this Annual Report on Form
40-F.
  
 DISCLOSURE
CONTROLS AND PROCEDURES
 
 The
Registrant’s Chief Executive Officer and Chief Financial Officer have evaluated
the effectiveness of the Registrant’s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) as of the end of the period
covered by this annual report (the “Evaluation Date”).  Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that, as of the Evaluation Date, the Registrant’s disclosure controls
and procedures were effective to ensure that information required to be
disclosed by the Registrant in reports that it files or submits under the
Exchange Act is (i) recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission (the “SEC”) and (ii) accumulated and communicated to the Registrant’s
management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required
disclosure.
  MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Management
is responsible for establishing and maintaining adequate internal control over
financial reporting for the Company.  Internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles.
 
 Due to
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of its
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
 
 Management
has excluded six individually insignificant entities acquired by the Company
during the last fiscal period from its assessment of internal control over
financial reporting as at December 31, 2008.   The total assets
and total revenues of these majority-owned entities of the Company represent
1.6%and 1.4%,
respectively, of the related consolidated financial statement
  
 amounts
including discontinued operations as at and for the nine-month period ended
December 31, 2008.
 
 Management
has assessed the effectiveness of the Company’s internal control over financial
reporting as at December 31, 2008, based on the criteria set forth in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this assessment, management has concluded that, as
at December 31, 2008, the Company’s internal control over financial reporting
was effective.
 
 The
effectiveness of the Company's internal control over financial reporting as at
December 31, 2008, has been audited by PricewaterhouseCoopers LLP, the Company’s
independent auditors.  The attestation
report of PricewaterhouseCoopers LLP is included in PricewaterhouseCoopers LLP’s
report to the shareholders of the Company dated February 27, 2009, which
accompanies the Company’s audited consolidated financial statements for the
nine-month period ended December 31, 2008, filed as Exhibit 2 to this Annual
Report on Form 40-F.
 
 
 CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  During
the nine-month period ended December 31, 2008, there were no changes in the
Registrant’s internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Registrant’s
internal control over financial reporting.
  
 NOTICES
PURSUANT TO REGULATION BTR
 
 There
were no notices required by Rule 104 of Regulation BTR that the Registrant sent
during the nine-month period ended December 31, 2008 concerning any equity
security subject to a blackout period under Rule 101 of Regulation
BTR.
  
 AUDIT
COMMITTEE FINANCIAL EXPERT
 
 The
Registrant’s board of directors (the “Board of Directors”) has determined that
it has at least one audit committee financial expert (as such term is defined in
item 8(a) of General Instruction B to Form 40-F) serving on its audit committee
(the “Audit Committee”).  Mr. Peter F. Cohen has been determined by
the Board of Directors to be such audit committee financial expert and is
independent (as such term is defined by the NASDAQ Stock Market’s corporate
governance standards applicable to the Registrant).
  The SEC
has indicated that the designation of Mr. Peter F. Cohen as an audit committee
financial expert does not make him an “expert” for any purpose, impose on him
any duties, obligations or liability that are greater than the duties,
obligations or liability imposed on him as a member of the Audit Committee and
the Board of Directors in absence of such designation, or affect the duties,
obligations or liability of any other member of the Audit Committee or Board of
Directors.
  
 CODE
OF ETHICS
 
 The
Registrant has adopted a Code of Ethics and Conduct that applies to all
directors, officers and employees of the Registrant and its subsidiaries, and a
Financial Management Code of Ethics, which applies to senior management and
senior financial and accounting personnel of the Registrant and its
subsidiaries.  A copy of the Code of Ethics and Conduct and the
Financial Management Code of Ethics can be obtained, free of charge, on the
Registrant’s website (www.firstservice.com)
or by contacting the Registrant at (416) 960-9500.
  
 
 PRINCIPAL
ACCOUNTANT FEES AND SERVICES
 
 The
following table sets out the fees billed to the Registrant by
PricewaterhouseCoopers LLP and its affiliates for professional services rendered
in each of the fiscal periods ended December 31, 2008 and March 31,
2008.  During these periods, PricewaterhouseCoopers LLP was the
Registrant’s only external auditor.
  (in
      US$)
                                  
                                  Nine
      months ended
                                    December
      31, 2008
                                  
                                  
                                  Year
      ended
                                    March
      31, 2008Audit
      fees (note 1)
                                  
                                  $
                                  1,590,000
                                  
                                  
                                  $
                                  2,020,700Audit-related
      fees (note 2)
                                  
                                  
                                  220,000
                                  
                                  
                                  
                                  324,500Tax
      fees (note 3)
                                  
                                  
                                  271,000
                                  
                                  
                                  
                                  254,800All
      other fees
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -$
                                  2,081,000
                                  
                                  
                                  $
                                  2,600,000
  Notes:
  1.
            Refers
      to the aggregate fees billed by the Company’s external auditor for audit
      services, including statutory and subsidiary audits. In the year ended
      March 31, 2008, audit fees included $242,000 of fees related to the
      divestiture of the Integrated Security Services
  segment.
 2.
            Refers
      to the aggregate fees billed for assurance and related services by the
      Company’s external auditor that are reasonably related to the performance
      of the audit or review of the Company’s financial statements and are not
      reported under (1) above, including professional services rendered by the
      Company’s external auditor for accounting consultations on proposed
      transactions and consultations related to accounting and reporting
      standards. Such fees included fees incurred in respect of: due diligence
      and other work related to the disposition and acquisition of businesses,
      such work being unrelated to the audit of the Company’s financial
      statements; accounting consultations with respect to proposed
      transactions; as well as other audit-related
  services.
 3.
            Refers
      to the aggregate fees billed for professional services rendered by the
      Company’s external auditor for tax compliance, tax advice and tax
      planning.
 
 The
Registrant’s Audit Committee pre-approves all audit services and permitted
non-audit services provided to the Registrant by PricewaterhouseCoopers
LLP.  The Audit Committee has delegated to the Chair of the Audit
Committee, who is independent, the authority to act on behalf of the Audit
Committee with respect to the pre-approval of all audit and permitted non-audit
services provided by its external auditors from time to time.  Any
approvals by the Chair are reported to the full Audit Committee at its next
meeting.  All of the services described in footnotes 2, 3 and 4 under
“Principal Accountant Fees and Services” above were approved by the Audit
Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation
S-X.
  
 OFF-BALANCE
SHEET ARRANGEMENTS
 
 The
Registrant does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future material effect on the
Registrant’s financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.
 
 
 
 TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
 
 The
information provided in the table entitled “Contractual Obligations” under the
section entitled “Liquidity and Capital Resources” in the Management’s
Discussion and Analysis of Results of Operations and Financial Condition
included as Exhibit 3 to this Annual Report on Form 40-F, is incorporated herein
by reference.
  
 IDENTIFICATION
OF THE AUDIT COMMITTEE
 
 The
Registrant has a separately designated standing Audit Committee established in
accordance with section 3(a)(58)(A) of the Exchange Act.  The members
of the Audit Committee are Messrs. Bernard I. Ghert (Chair), Peter F. Cohen and
David Beatty.
  
 UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS
 
 A.           Undertaking
 
 The
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the staff of the SEC, and to
furnish promptly, when requested to do so by the SEC staff, information relating
to the securities in relation to which the obligation to file an Annual Report
on Form 40-F arises or transactions in said securities.
  B.           Consent
to Service of Process
 
 The
Registrant has previously filed with the SEC an Appointment of Agent for Service
of Process and Undertaking on Form F-X in connection with its Subordinate Voting
Shares.
  
 SIGNATURE
 
 
 Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets
all of the requirements for filing on Form 40-F and has duly caused this annual
report to be signed on its behalf by the undersigned, thereto duly
authorized.
 
 FIRSTSERVICE
      CORPORATIONDate:
      February 27, 2009
              By:
              /s/
      John B. FriedrichsenName:
              John
      B. FriedrichsenTitle:
              Senior
      Vice President andChief
      Financial Officer
 
 
 EXHIBIT
INDEX
 
 No.                          Document
 
 1.
            Annual
      Information Form of the Registrant for the nine-month period ended
      December 31, 2008.
 
 2.
            Consolidated
      audited financial statements of the Registrant as at December 31, 2008,
      March 31, 2008 and 2007 and for the nine months ended December 31, 2008
      and the three fiscal years ended on March 31, 2008, in accordance with
      generally accepted accounting principles in the United
    States.
 
 3.
            Management’s
      discussion and analysis of results of operations and financial condition
      of the Registrant.
 
 23.
            Consent
      of PricewaterhouseCoopers LLP.
 
 31.
            Certifications
      of Chief Executive Officer and Chief
      Financial Officer pursuant to Rule 13(a)-14(a) or 15(d)-14(a) of the Securities Exchange Act of
      1934.
 
 32.
            Certifications of Chief Executive Officer and
      Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.