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HOW TO DISSOLVE A FEDERAL CORPORATION IN CANADA

To dissolve a federal corporation in Canada (incorporated under the Canada Business Corporations Act, CBCA), there are a few steps depending on whether your corporation is active, inactive, or has not issued shares or carried on business.

Here’s a breakdown:

1. Voluntary Dissolution (if corporation has started business or issued shares)

  • Pass a resolution: Shareholders must pass a special resolution (at least two-thirds approval).

  • Settle obligations: Pay all debts, distribute remaining property among shareholders.

  • File Articles of Dissolution (Form 17):

    • Submit through Corporations Canada Online Filing Centre, or by mail/email.

    • Attach the required fee

    • Wait for confirmation: The corporation is dissolved once Corporations Canada issues a Certificate of Dissolution.

2. Dissolution if the corporation never carried on business or issued shares

  • File Articles of Dissolution (Form 17) signed by the incorporators or directors.

  • No need to liquidate assets since none exist.

3. Administrative Dissolution (if inactive)

Corporations Canada may dissolve a corporation if:

  • Annual returns are not filed for 2+ years.

  • Corporation hasn’t complied with CBCA requirements.

4. Tax clearance

Before dissolving, it’s best to get a clearance certificate from the Canada Revenue Agency (CRA) confirming that all taxes, payroll, GST/HST obligations are settled. This isn’t legally required, but strongly recommended.

Tip: You should also notify provincial tax authorities (if applicable), close bank accounts, and cancel business numbers (BN, GST/HST, Payroll).

The business lawyers at Jode Law assist business owners across Ontario in corporate dissolutions, be it federal or provincial. Contact us via email at lawyers@jodelaw.ca or call us at (647)255-7503

The articles published by Jode Law are intended as general information only and do not serve as legal advice. By reading, the reader understands there is no solicitor-client relationship established. If you have a legal question, contact us via email at lawyers@jodelaw.ca