Dissolve Your Federal Corporation Online

No. You can file your Articles of Dissolution first and file the corporate tax return afterward — an outstanding return for the most recent year does not stop you from dissolving. If you have several prior years unfiled, or money owing to CRA, it's best to contact the Canada Revenue Agency before you file, since CRA can pursue amounts owing even after dissolution. In all cases, remember to file a final corporate tax return for the year of dissolution and mark it as the final return.

There is no government filing fee to dissolve a federal corporation. When filing through Ontario Business Central, the total cost depends on whether you also cease your Ontario operations. Federal dissolution alone is $163.90 plus a $15 handling fee plus HST. Adding the optional Ontario ceasing service is an additional $87.99. The combined federal and Ontario filing totals $301.58 including all fees and HST.

Ontario Business Central drafts your Articles of Dissolution and sends them for your review the same business day, typically within hours of your order. Once you approve the draft, we file electronically. Most federal dissolutions are approved within 1 business day, after which your Certificate of Dissolution is emailed to you. The full process from order to certificate is typically complete within 2 business days.

Section 210 of the Canada Business Corporations Act applies to corporations dissolving voluntarily without complications. It covers three paths: corporations that never issued shares (Section 210(1)), corporations with no property and no liabilities (Section 210(2)), and corporations that have already distributed property and discharged liabilities (Section 210(3)). Section 211 applies to corporations actively liquidating with disputed assets or creditors, which requires filing a Statement of Intent to Dissolve first. Most small business federal corporations qualify for Section 210. Section 211 cases typically involve legal counsel.

For most dissolutions, yes. Under Section 210(2) and Section 210(3) of the CBCA, shareholders must approve the dissolution by special resolution requiring at least two-thirds of votes cast. If your corporation has more than one class of shareholders, each class must pass its own resolution. The exception is Section 210(1): corporations that have never issued shares can be dissolved by a resolution of all directors. You don't need to submit copies of the resolutions with your filing, but keep them in your corporate records.

Federal dissolution does not automatically cease your Ontario operations. If your federal corporation has been registered to operate in Ontario, you'll need to file a separate notice with the province to formally cease those operations. We offer an optional combined service that ceases your Ontario operations in the same filing for an additional $87.99. Most federal corporations that operated in Ontario benefit from the combined option to fully close both jurisdictions in one step.

Yes. Under Section 225 of the Canada Business Corporations Act, every dissolved corporation must designate a person responsible for keeping and producing the corporate records for 6 years after the dissolution date. This person is typically a former director or officer. If the designated person changes or their contact details change within those 6 years, you must notify Corporations Canada in writing. The records include financial statements, minutes of meetings, share registers, and other corporate documents.

No. A corporation that is bankrupt, has a trustee under a proposal, or has an interim receiver under the Bankruptcy and Insolvency Act cannot voluntarily dissolve under the CBCA. A bankrupt or insolvent corporation can only apply to dissolve three years after the trustee in bankruptcy or receiver has been discharged. Bankruptcy on its own does not end a corporation's existence, the corporation continues to exist until formally dissolved or until the courts intervene.

Dissolving your corporation does not automatically close your CRA accounts. You'll need to contact the Canada Revenue Agency separately to close your business number, HST registration, payroll account, and corporate income tax account. File your final corporate tax return for the year of dissolution and indicate it as the final return. CRA accounts may continue to accrue obligations until you close them directly. Your dissolution documents may be requested by CRA as part of the account closure process.

Yes, a dissolved federal corporation can typically be revived through a separate filing called Articles of Revival under Section 209 of the CBCA. Once revived, the corporation is restored to its previous legal position as if it had never been dissolved. Reviving a corporation involves additional government fees and requires reasons for the revival. If you're unsure about dissolving, our agents can discuss the implications before you proceed.

The dissolution form requires specific certifying statements, the correct Section 210 path selection, custodian designation, and accurate corporate identifiers. Errors result in rejected filings and delays. We draft your Articles of Dissolution for your review, handle the certifying statements correctly, and file electronically the same business day. We also offer the combined Ontario ceasing option that the DIY route doesn't bundle. The service fee covers the drafting, review checkpoint, electronic filing, and email support throughout.