Dissolve a Corporation
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Dissolving a corporation means formally terminating its legal existence as a business entity. This process is also known as liquidation or winding up, and it permanently ends the corporation’s ability to conduct business, enter contracts, or incur liabilities.
Mandatory Updated Documents
I Certify that dissolution has been duly authorized and all information is correct
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Authorizing Director Details
One director's consent is sufficient to dissolve a Corporation
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What is Dissolve a Corporation
“Dissolving a corporation” means formally closing down a corporation so that it no longer exists as a legal business entity. It’s the official way to end a business’s life under the law.
🧾 Why Dissolve a Corporation?
Businesses might choose to dissolve for several reasons:
- Failure to file Annual Return
- The company has fulfilled its purpose.
- Business is no longer profitable.
- Disputes between shareholders or owners.
- Reorganization into a different structure
- Retirement or exit strategy.
Types of Corporate Dissolution
1. Voluntary Dissolution
Occurs when the corporation’s owners (shareholders) or directors decide to close the business. This is typically done when:
- The company is no longer profitable.
- The owners retire or move on to other ventures.
- The business purpose has been fulfilled.
2. Administrative Dissolution (Involuntary)
Happens when the province or territories forcibly dissolves a corporation for failing to comply with legal requirements, such as:
- Not filing annual returns
- Not paying franchise taxes or fees
- Failing to maintain a registered agent
Effects of Administrative Dissolution:
- The corporation loses its legal standing.
- It can no longer sue or be sued in court.
- Owners may still be personally liable for unresolved debts.
3. Judicial Dissolution
Occurs when a court orders the corporation to dissolve, usually due to:
- Shareholder disputes (deadlock in management)
- Fraud or illegal activities
- Failure to meet corporate purposes
Consequences of Dissolving a Corporation
✅ Legal Protection Ends – The corporation can no longer shield owners from liabilities.
✅ Assets Must Be Distributed – After paying debts, remaining assets go to shareholders.
✅ Tax Obligations Continue – Final taxes must be filed, and any owed taxes must be paid.
✅ Revival May Be Possible – Some provinces allow reinstatement if dissolved accidentally.
Dissolution vs. Reviving a Corporation
- Dissolution = Permanently shutting down the business.
- Revival = Restoring a dissolved corporation (possible in some cases if done within a certain timeframe).
Steps to Dissolve a Corporation:
File Articles of Dissolution:
Submit formal paperwork (often called “Articles of Dissolution” or “Certificate of Dissolution”) with the Government Registry.
Resolve Debts and Liabilities:
- Pay off creditors.
- Settle any outstanding financial obligations.
Notify Tax (CRA) Authorities:
- File final federal and provinces tax returns.
- Pay any remaining taxes and get a tax clearance if required by your province.
Distribute Remaining Assets:
- After debts are paid, distribute any leftover assets to shareholders according to ownership percentages.
Cancel Licenses and Permits:
- Close business licenses, permits, and registrations.
What are included in our service?
✔ Governmental fees and agency fees
✔ Preparing article of dissolution by our corporate lawyer.
✔ Submission of this article to government system by our licensed agent
✔ Step by step support over phone, live chat and email.