Thinking of shutting down your business for good? If you’re retiring, starting something new, or winding down a side hustle that no longer suits your needs, this guide shows you how to dissolve a corporation in Canada.
Dissolving your corporation the right way can help you avoid ongoing fees and protect yourself from future liabilities, so you can move forward with peace of mind.
To have the closure officially recognized by the government, you must follow a formal, regulated, and documented process.
Let’s walk you through the step-by-step process to dissolve your corporation in Canada.
5 Steps to Dissolve a Corporation in Canada
If you’re ready to wind down your business, here’s how to move forward with confidence:
Step 1: Prepare and Resolve Corporate Debts
Before you can legally dissolve a corporation, make sure you settle all your liabilities. Pay outstanding debts to suppliers and settle all remaining claims.
For unresolved debts, you’ll need to liquidate company assets or appoint a liquidator (required in provinces like Alberta and B.C.).
Note: Under the Canada Business Corporations Act (CBCA), a bankrupt corporation cannot be voluntarily dissolved. If your company has gone bankrupt or can’t pay its debts, contact a licensed insolvency trustee (LIT) or consult the Office of the Superintendent of Bankruptcy Canada for guidance.
Step 2: File Articles of Dissolution
Once you’ve cleared and handled your financial obligations and assets, file your dissolution paperwork.
For federal corporations:
- Submit the Articles of Dissolution through the Corporations Canada online portal.
- If you still have assets or liabilities, submit Form 4019: Statement of Intent to Dissolve first.
For provincial corporations:
- British Columbia: File an application for voluntary dissolution through B.C. Registries.
- Alberta: Submit the Articles of Dissolution form through a registry service provider.
- Ontario: Submit the Articles of Dissolution online using the Ontario Business Registry.
Each province has its own forms and requirements, so please check the relevant corporate registry website for details.
Step 3: Obtain the Certificate of Dissolution
Next, you’ll receive the Certificate of Dissolution, which is your official “closure” document. This certificate confirms that your business has been formally and legally dissolved.
- Federal corporations: Issued electronically by Corporations Canada.
- British Columbia: Issued by B.C. Registries.
- Ontario: Issued through the Ontario Business Registry.
- Alberta: Issued by the Alberta Corporate Registry through your authorized service provider.
Step 4: Notify Stakeholders
If you filed a Statement of Intent to Dissolve (federal or provincial), you may be required to notify creditors and publish notice. Regardless, you should:
- Inform employees, contractors, clients, and lenders.
- Notify your bank and close accounts.
This ensures transparency and protects against potential disputes in the future.
Step 5: Close Accounts and Remove Business Licences
Lastly, wrap up any loose ends:
- Cancel municipal business licences or permits.
- Close tax accounts with the CRA (GST/HST, payroll, etc.).
- File any outstanding corporate tax returns and Annual Returns.
Your corporation must stay compliant until the dissolution process is complete. Missing your Annual Return, for example, could lead to involuntary dissolution.
Imagine forgetting to cancel your business licence, and months later, you’re hit with a renewal fee for a company that no longer exists. Frustrating, right?
Taking the time to wind up business operations properly can save you stress and unexpected bills.
For more information, check out these tips for dissolving your corporation.
How to Dissolve a Federal Corporation
For corporations under the Canada Business Corporations Act (CBCA):
- Resolve all debts and obligations.
- If your corporation still has assets/liabilities, file Form 4019: Statement of Intent to Dissolve.
- Notify creditors and publish notice if required.
- Apply for dissolution approval through the Corporations Canada portal.
- Receive your Certificate of Dissolution.
Read more: Should I dissolve my corporation if I’m no longer operating it?
How to Dissolve a Corporation in Ontario
For corporations under the Ontario Business Corporations Act (OBCA):
- Make sure all Annual Returns and filings are up to date.
- File Articles of Dissolution online via the Ontario Business Registry.
Note: If your corporation owns land or other property, you need to sell it or transfer it before dissolving. If you don’t, these become forfeited corporate properties, which means that the government becomes the owner of the property.
What Does It Mean to Dissolve a Corporation in Canada?
Dissolving a corporation means legally ending its existence. It’s not the same as simply closing your doors or stopping business activity. When you dissolve, you’re officially removing the company from the corporate registry, so it no longer has legal or financial obligations.
Dissolution is a final, regulated, documented process that is legally binding and officially recognized by the government.
What is the Difference Between Closing and Dissolving a Corporation in Canada?
The main difference between closing and dissolving comes down to legal recognition:
- Closing a business means you’ve stopped operations. But legally, your corporation still exists. It must still file Annual Returns, pay fees, and stay compliant.
- Dissolution is the formal, legal end of your business operations. You file documents, follow a regulated process, and get confirmation that your business no longer exists.
Steps After Dissolution: What You Need to Do
Your Certificate of Dissolution confirms the official closure. Here are the steps to take after getting your certificate:
Finalize Outstanding Legal Matters
Ensure that all contracts, lawsuits, and payments are settled and that you’ve addressed any remaining legal obligations. Skipping this step could leave you open to lawsuits or unexpected claims.
Archive Corporate Records
Keep all your corporate records in a secure location for at least six years, as required by the province. The Canada Revenue Agency (CRA) may request documentation or perform audits, even after dissolution.
Obtain Tax Clearance from the CRA
While not required, it’s highly recommended to request a tax clearance certificate. It confirms that all taxes have been paid and no balances are owing. Without this, you or your shareholders could face unexpected tax issues even after the business is closed.
Simplify the Corporation Dissolution Process in Canada with Ownr’s Support
Dissolving a corporation can feel overwhelming. There are forms to complete, provincial differences to navigate, and compliance rules to follow.
Ownr is an online platform that helps Canadians manage the legal side of business ownership. While it does not file dissolution paperwork on your behalf, Ownr can make the process easier by keeping your records organized and accessible.
- Download and store all your corporate documents in one place.
- Access shareholder resolutions required for dissolution.
- Ensure your minute book and Annual Returns are up to date before you apply.
With the right steps and support, you can confidently and officially finalize the dissolution process.
If you’ve completed the dissolution of your corporation and no longer need Ownr, you can cancel your subscription by going to Dashboard > Settings > Subscription > Edit.
And if you plan to start a corporation again later, read here to learn how to turn your sole proprietorship into an incorporation in Canada.
Key Takeaways
- Dissolution is a formal, documented process under federal or provincial law.
- You must fulfill all legal obligations before you can terminate business operations and be removed from the registry.
- Certificates of Dissolution are your official proof that the corporation has been legally terminated.
Frequently Asked Questions
How Long Does It Take to Dissolve a Corporation in Canada?
It depends. In British Columbia, if your company has no debts or assets, and everything is in order, it can take as little as two to three business days. If you need to liquidate business holdings or notify creditors, expect a longer process.
Can I Dissolve a Corporation if It Has Outstanding Debts?
No. You must first settle liabilities or appoint a liquidator to manage the process. Corporations with bankruptcy status cannot dissolve voluntarily under the Canada Business Corporations Act (CBCA).
Can I Dissolve My Corporation Online?
Yes. Most provinces and the federal government allow you to submit dissolution paperwork online. For example, Corporations Canada and B.C. Corporate Online both supports this. However, some steps, like affidavits or liquidator appointments, may still happen offline.
This article offers general information only, is current as of the date of publication, and is not intended as legal, financial or other professional advice. A professional advisor should be consulted regarding your specific situation. While the information presented is believed to be factual and current, its accuracy is not guaranteed and it should not be regarded as a complete analysis of the subjects discussed. All expressions of opinion reflect the judgment of the author(s) as of the date of publication and are subject to change. No endorsement of any third parties or their advice, opinions, information, products or services is expressly given or implied by RBC Ventures Inc. or its affiliates.