How to Wind Up a Corporation Dissolution in Canada

By Anna Assad

Dissolving a corporation in Canada is necessary if the business was registered with Industry Canada. Corporations are required to report activities and other information, such as current addresses, to Industry Canada until the corporation is formally dissolved. What a corporation must do to dissolve depends on its businesses activities. A corporation that never issued stock and has no property or outstanding debt needs a director resolution, while a corporation with issued stock only needs approval from shareholders. Corporations that have debt or property and issued stock must get shareholder approval and give notice of the decision to dissolve. In all cases, the corporation must designate a person to keep its records for at least six years after dissolution is granted.

No Debts or Property

Step 1

Prepare a resolution permitting dissolution if the corporation never issued shares. The resolution must include the corporation's name, the date, a statement indicating dissolution is authorized and all the director's signatures. Keep the resolution with the corporation's records.

Step 2

Prepare a special resolution for shareholders if the corporation issued shares. You must have majority shareholder approval. The resolution should state it is for dissolution, identify the number of stockholders voting and the vote results. Put the document with the corporation's business records.

Ready to incorporate your business? Get Started Now

Step 3

Go to the official website of Industry Canada to complete Articles of Dissolution to Corporations (Form 17) online. You need your corporation key, the corporation's name and the name and address of the corporation's records custodian. Complete all the questions and submit the dissolution online. You'll receive the dissolution certificate once the articles are approved.

Issued Shares, Has Debt or Property

Step 1

Prepare a special resolution for shareholders. You need the majority of the shareholders to vote for liquidation and dissolution of the corporation. Include a statement indicating the document is for dissolution and liquidation. Identify stockholder participation and vote tallies. Place the resolution with the business records.

Step 2

Go to Industry Canada's official website to fill out the Statement of Intent to Dissolve (Form 19) from the "Dissolve a Corporation" section. Answers the questions about the business and submit. You'll receive the certificate of intent when the statement is accepted.

Step 3

Place a legal notice of the intent to dissolve in a newspaper with general circulation in each Canadian province the corporation did business in. The notice should include the corporation's name, the date of the resolution vote and its intent to dissolve. Run the notice in the legal classified section of the newspaper at least one time. Ask the newspaper for a proof of publication and keep the proof with the business records.

Step 4

Send notice of the intent to dissolve to all of the corporation's creditors. You may use a copy of the intent to dissolve certificate. Use registered mail and keep proof of delivery.

Step 5

Complete liquidation of the corporation. What you must do varies by situation, but commonly includes selling the corporation's property, paying all the business debts and giving the shareholders their portions. Visit the official website of Industry Canada and fill out and submit Articles of Dissolution to Corporations (Form 17) online to complete the dissolution.

Ready to incorporate your business? Get Started Now
How to File an S Corporation in California

References

Resources

Related articles

How to Dissolve a Nevada Corporation

It is never a good idea to simply abandon a corporation. Corporations are independent entities with perpetual lives. The entity will continue to exist and accrue legal and tax obligations even if the shareholders stop using it to conduct business. A Nevada corporation must be officially dissolved according to the specific provisions of the state's corporations statute to close it down. Dissolving a corporation requires the shareholders to follow the steps in the statute and file paperwork with the Nevada Secretary of State's office.

Closing an S Corporation in Georgia

S corporations are business entities that are closely held by a small number of shareholders. All corporations must follow the same dissolution procedures, but an S corporation is typically less expensive to dissolve than a C corporation because any gains on the distribution of corporate assets are taxed only once in an S corporation – at the shareholder level. Because Georgia corporations must register with the Georgia Secretary of State, the corporation must also formally file appropriate dissolution paperwork. If your corporation has not issued shares and has not “commenced business,” you can simply file Articles of Dissolution with the Georgia Secretary of State. Otherwise, you must file both an Intent to Dissolve and Articles of Dissolution.

How to Dissolve an LLC in Delaware

A Delaware limited liability company, or LLC, that wishes to close down and dissolve its registration with the state should refer to the Delaware Limited Liability Company Act's section on dissolution. The law authorizes an LLC to wind up its affairs upon the vote of two-thirds of the membership by distributing the LLC's assets and filing a certificate of cancellation -- sometimes called articles of dissolution -- with the state. The website of the Delaware Division of Corporations contains all of the instructions and downloadable PDF forms to make the task of filing the certificate accessible to anyone with an Internet connection and a printer.

LLCs, Corporations, Patents, Attorney Help

Related articles

How to Cancel an Incorporation

When a business incorporates, it becomes a distinct legal entity. The corporation’s liabilities are its own; its ...

How to Liquidate an S Corporation

In theory, your corporation could last forever, but in reality, many corporations eventually cease to exist. Part of ...

Dissolution of Incorporation

In some cases, dissolving a corporation is more complicated than setting one up. A corporation that is winding down ...

How to Amend Bylaws in a New York Law Corporation

A corporation's bylaws set its internal rules and procedures. For example, bylaws usually include rules for the ...

Browse by category
Ready to Begin? GET STARTED