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Dissolving a business

If you want to stop conducting business and voluntarily dissolve your Ontario corporation, there are several steps that you need to complete. First, you must close your business and tax accounts, as well as your business bank accounts. You must also ensure that all tax filings, such as payroll and GST/HST, are updated and that all outstanding taxes have been paid.

You will also have to consider how outstanding contractual obligations, such as leases, purchase orders, or even any court actions, will be handled. Under the Business Corporations Act, liabilities and actions existing before the dissolution of a business may be legally continued as if the corporation had not undergone dissolution.

Steps to dissolve a corporation

Even though a corporation incorporated in Ontario might be inactive, the Articles of Incorporation will remain in legal force until the corporation is legally dissolved. In order for the business to become legally dissolved, the corporation must be in compliance with all of the Ontario tax statutes. If there are any outstanding tax monies owed, the Ministry of Government Services will deny the business dissolution application.

In order to begin the dissolution process of an Ontario corporation, an application must first be made to the Ministry of Finance requesting its consent. The corporation will need to send a letter to the Ministry of Finance, Client Services Branch requesting a Letter of Consent to Dissolve Corporation. In the request, you must include detailed information such as the full corporation name, the Ontario incorporation number, and the federal Business Number. You must include the signature of an authorized director of the corporation on the request.

Once the corporation has received the Consent to Dissolve from the Ministry of Finance, the corporation will have 60 days to make its application for dissolution to the Ministry of Government Services for its review. You will have to mail the request for dissolution to the Companies and Personal Property Security Branch, 375 University Avenue, 2nd Floor, Toronto ON M5G 2M2. The request for dissolution must include the following:

  1. The Letter of Consent to Dissolve Corporation
  2. Two copies of the Articles of Dissolution with original signatures (blank articles are available online)
  3. A government fee that is made payable to the Minister of Finance
  4. A cover letter that includes a contact name, return address, and telephone number
  5. As an option, you can also include the Service Ontario Acknowledging we have Received your Application form. This form allows you to give the Ministry an email address that can be used to confirm receipt of your request. Additionally, it can also be accessed online.

Once your request for dissolution is approved, the ministry will then mail you a copy of the Articles of Dissolution that is certified with its stamp. The Articles of Dissolution will also include the date of the dissolution. Legally speaking, the corporation is considered dissolved from the date on the certification.

Read more:

Closing your business

What should you do if your business stops operating?