Corporate Dissolution: Closing a Federal or Ontario Corporation Properly

Tell us the corporation number and the date you stopped trading, and we send you the order of operations for closing it: final returns, the Canada Revenue Agency clearance certificate, the distribution to shareholders, the articles of dissolution and the closing of your business number. A CPA checks the registry status and outstanding filings before anything is drafted. Open Corporation for $35 is a department of Gondaliya CPA.

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Close Your Corporation in the Right Order

Most owners ask how fast a corporation can be dissolved. The better question is what has to be finished first, because the registry filing is the last step, not the first. Open Corporation for $35 is a department of Gondaliya CPA.

Get the order wrong and the directors can become personally liable for the corporation’s taxes. Get it right and the file closes cleanly, with every return assessed, every account closed and the shareholders taxed only on what the law requires.

Start on the Intake Form See Pricing

Final Returns First

Final T2, GST/HST and payroll returns filed and assessed before anything is distributed.

Clearance Certificate

Requested on Form TX19 so directors are not left personally liable.

Shareholder Tax Planned

Paid-up capital, the deemed dividend and the capital dividend account worked out in advance.

Actively Accepting Dissolutions

Federal and Ontario corporations that have stopped trading.

Open Evenings and Weekends

9:00 AM to 8:30 PM, Monday to Sunday, from 13 Ontario offices and online.

Always Within Reach

Call 647-212-9559. We do not bill for calls while your file is in progress.

Corporate Dissolution Services

A registry status check first, so we know whether the corporation is active, in default or already dissolved.
A written order of operations for your corporation, with the date each filing is due.
Outstanding federal annual returns or Ontario Annual Returns brought up to date.
The shareholders’ special resolution to dissolve, or the directors’ resolution where no shares were ever issued.
Directors’ resolutions to distribute property and discharge liabilities before the articles are sent.
The final T2 for the tax year that ends on dissolution, including terminal capital cost allowance, recapture and terminal losses.
The final GST/HST return, including tax deemed collected on property you still hold.
Final T4 slips and the T4 Summary within 30 days of the business stopping.
The clearance certificate request on Form TX19, and Form GST352 where a GST/HST clearance is needed.
Paid-up capital, the deemed dividend, the capital dividend account election and the T5 slips the distribution produces.
Articles of dissolution filed with Corporations Canada or in the Ontario Business Registry.
Form RC145 to close your business number program accounts once the final returns are assessed.
A closing file: certificate of dissolution, resolutions, final returns, clearance certificate and account closures.

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What corporate dissolution actually is

Dissolution ends the legal person, it does not end the tax file

Once dissolved, the corporation no longer exists, but its tax returns, assessments and debts still have to be dealt with.

Dissolution, wind-up and liquidation are three different words for three different things

Winding up is settling the affairs. Liquidation is turning assets into cash. Dissolution is the legal end of the corporation, filed last.

Why an inactive corporation is not a closed corporation

A corporation that stops trading still owes annual returns and tax returns until it is properly dissolved.

Voluntary dissolution under the Canada Business Corporations Act

Section 210(1), where the corporation has never issued shares

The directors can authorize the dissolution by resolution.

Section 210(2), where the corporation has no property and no liabilities

A special resolution of the shareholders authorizes the dissolution, and articles of dissolution follow.

Section 210(3), where property must be distributed and liabilities discharged first

The corporation distributes its property and pays its liabilities, then files articles of dissolution.

Section 211, the statement of intent to dissolve and notice to every known creditor

The longer route, used where creditors must be notified. Corporations Canada also asks you to name a person to keep the corporate records for six years after dissolution.

Voluntary dissolution of an Ontario corporation

Articles of Dissolution in the Ontario Business Registry

An Ontario corporation files Articles of Dissolution under the Business Corporations Act in the Ontario Business Registry.

The Ministry of Finance consent

Ontario requires consent from the Ministry of Finance, which is requested through the registry filing. Any provincial amount owing can block it.

What the online filing asks for, including the effective date of dissolution

Your Company Key, confirmation of the resolution, and the details of the corporation and its records.

Bringing the Annual Return under the Corporations Information Act up to date first

Outstanding Annual Returns should be filed before you dissolve. See annual return filing for federal and Ontario corporations.

The order of operations, and why the order matters

Step one to step four: stop operating, sell or distribute assets, settle debts, file the final returns

Everything the corporation owns and owes has to be dealt with, and its last returns filed.

Step five to step eight: clearance certificate, distribution to shareholders, articles of dissolution, close the program accounts

Only after the clearance certificate does money go to shareholders. Then the articles are filed and the accounts closed.

The two steps people reverse, and what it costs them

Paying shareholders before the clearance certificate, and filing the articles before the final returns are assessed. Both can leave a director personally liable.

The Canada Revenue Agency clearance certificate

Form TX19 and subsection 159(2) of the Income Tax Act

A legal representative must get a clearance certificate before distributing property. The corporation applies on Form TX19.

Form GST352 and section 270 of the Excise Tax Act

Where GST/HST is involved, a separate clearance is requested on Form GST352.

The four documents the Canada Revenue Agency asks a corporation for

The resolution to dissolve, the notice of assessment for the final T2, proof of who the legal representative is, and a statement of how assets have been and will be distributed.

Personal liability under subsection 159(3) if you distribute without one

A person who distributes property without the certificate is personally liable for the unpaid amounts, up to the value of what was distributed.

The final T2 corporation income tax return

The tax year that ends on dissolution

Dissolution creates a short final tax year. See Gondaliya CPA corporate tax filing.

The six-month filing deadline under paragraph 150(1)(a) of the Income Tax Act

The final T2 is due within six months after the end of that last tax year.

Terminal capital cost allowance, recapture and terminal losses in the last year

Selling or distributing equipment can create recapture to add or a terminal loss to deduct.

Why the final T2 has to be assessed before the clearance certificate is issued

The Canada Revenue Agency needs the notice of assessment for the final T2 with the clearance request.

Closing the business number and every program account

Form RC145, Request to Close Business Number Program Accounts

Accounts are closed on Form RC145 once every return is filed and assessed.

The RT account: the final GST/HST return and the property you still hold

Subsection 171(3) of the Excise Tax Act treats property you still hold as sold at fair market value, so it carries GST/HST on the final return.

The RP account: T4 slips and the T4 Summary within 30 days

Payroll slips and the summary are due within 30 days of the business stopping.

The RC account and the order in which accounts are closed

The corporate income tax account closes last, after the final T2 is assessed.

Distributing what is left to the shareholders

Paid-up capital, and the part of the distribution that comes back tax free

The paid-up capital of the shares is returned without tax.

The deemed dividend under subsection 84(2) of the Income Tax Act

Anything distributed above paid-up capital is deemed a dividend.

The capital dividend account election under subsections 88(2) and 83(2)

The part of that dividend within the capital dividend account can be elected tax free.

The capital gain or capital loss on the shares themselves

Shareholders also report a gain or loss on the shares that are cancelled.

Voluntary dissolution against administrative dissolution

Dissolution by the Director under section 212 of the Canada Business Corporations Act

The Director can dissolve a corporation that stops filing or never started business.

The three-year and one-year grounds, and the 120 days of notice

Not starting business within three years, not carrying on business for three years, or being one year in default, after 120 days of notice.

Cancellation of an Ontario certificate for failing to file

Ontario can also cancel a corporation that does not keep up its filings. See the corporate annual return.

What an administrative dissolution leaves behind, and why it is not a clean exit

Tax accounts stay open, debts stay unresolved and shareholders stay exposed.

Life after the certificate of dissolution

Two years of exposure under section 226 of the Canada Business Corporations Act

An action can be brought against a dissolved corporation within two years. Keep your closing file. See what belongs in a minute book.

Shareholder liability limited to the amount received on the distribution

Under subsection 226(4), a shareholder is liable only up to what they received.

Property that vests in the Crown, and money paid to the Receiver General

Property left undisposed vests in the Crown under section 228, and money owed to people who cannot be found is paid to the Receiver General under section 227.

Reviving a dissolved corporation, and what revival costs

Section 209 allows revival. Corporations Canada charges $250.00 to revive a federal corporation by email or mail.

How we prepare and file your dissolution

What we ask you for

Your corporation number, the date you stopped trading, your last financial statements and a list of what is left.

What we draft, what we file and what you sign

We draft the resolutions and returns. You sign them. We file the returns, the clearance request, the articles and the account closures.

Fees, registry stated processing times and what is not included

Our service fee is confirmed to you in writing before anything is filed. See every fee, ours and the government’s, on one page.

Free Corporate Dissolution Consultation

Case Studies: Corporate Dissolutions

Mississauga Consultant – A Clean Federal Close

The problem: A Mississauga consultant had stopped working through a federal corporation and wanted it closed.

What we did: We filed the final T2 and GST/HST return, requested the clearance certificate, then paid out the cash and filed the articles of dissolution.

The result:

Clearance certificate before payout
Accounts closed on RC145
Closing file delivered

Toronto Retailer – Inventory on the Final Return

The problem: A Toronto retailer still held stock and a delivery van when it stopped trading.

What we did: We included the GST/HST deemed collected on the remaining property on the final return, so nothing surprised the owner later.

The result:

Final GST/HST return correct
No reassessment surprise
Ontario dissolution filed

Brampton Holding Company – Tax-Free Portion Used

The problem: A Brampton holding company had a capital dividend account balance from an earlier property sale.

What we did: We elected the capital dividend before the winding-up distribution, so part of the payout reached the shareholders tax free.

The result:

Capital dividend elected
Deemed dividend reduced
T5 slips issued

Start on the Intake Form

Simple Process

How We Close Your Corporation

Start Your Dissolution See Pricing

The registry filing is fast. The clearance certificate sets the real closing date, so we start the tax steps first.

Step 1

Status and Plan

We check the registry record and send your written order of operations.

Step 2

Final Returns

Final T2, GST/HST and payroll returns prepared and filed.

Step 3

Clearance Certificate

Form TX19 filed with the four documents the Canada Revenue Agency asks for.

Step 4

Distribute and Dissolve

Shareholders paid, articles of dissolution filed and accounts closed.

Why Choose Open Corporation for $35 for Your Dissolution?

Accurate and Compliant Filing

Resolutions, final returns and articles prepared in the order the law requires.

Affordable, Fixed Pricing

Our fee confirmed in writing first, and government fees at cost on their own lines. A 60-day fee-matching policy backs it.

Planned Around Your Tax

Paid-up capital, deemed dividends and the capital dividend account worked out before any money moves.

Support After Filing

The parent firm keeps the books, files HST and payroll, and prepares the T2 and annual return when you need it.

Our Official Partners

Transparent Pricing – No Hidden Fees

Our service fee is confirmed to you in writing before anything is filed. Government fees are passed on exactly as each registry charges them. See every fee, ours and the government’s, on one page.

Item	Amount	HST	Total	Who charges it
Federal annual return, where returns must be brought up to date first	$12.00	Not applicable	$12.00	Corporations Canada
Federal revival, by email or mail, where a corporation was already dissolved	$250.00	Not applicable	$250.00	Corporations Canada
Ontario Annual Return under the Corporations Information Act	$0.00	Not applicable	$0.00	Ontario Business Registry
Ontario corporation profile report, to confirm status before we file	$8.00	Not applicable	$8.00	Ontario Business Registry
Ontario certificate of status, only where a bank or purchaser asks for it	$26.00	Not applicable	$26.00	Ontario Business Registry
Articles of dissolution, federal or Ontario	Confirmed in writing before filing	Not applicable	Confirmed in writing before filing	Corporations Canada or Ontario Business Registry

What Is Not Included

The government fees themselves, payable to each registry at cost.
Any control over how long the Canada Revenue Agency takes to issue a clearance certificate.
Paying the corporation’s debts, taxes, penalties or interest.
Bankruptcy, insolvency or a proposal to creditors. That needs a licensed insolvency trustee.
Court-supervised liquidation, receivership or a court-ordered dissolution.
Legal advice, including shareholder disputes and director liability. We are a CPA firm, not a law firm.
Selling the business, valuing the shares or planning a share sale.
Cancelling licences, trade names, domains, insurance, leases and contracts. We list them; you cancel them.
Shareholders’ personal tax returns, unless engaged separately.
Reviving a corporation already dissolved, unless quoted separately.

How Long Each Stage Takes

Stage	Who	Time
Registry status check and written order of operations	Us	1 business day
Outstanding annual returns brought up to date	Us	2 business days
Resolutions drafted	Us	2 business days
Final T2, GST/HST and T4 returns prepared	Us	5 business days from complete records
Clearance certificate decision	Canada Revenue Agency	Most decisions within 12 months (CRA stated)
Articles of dissolution prepared and filed	Us	1 business day
Federal revival, by email or mail	Corporations Canada	10 business days (registry stated)

Before Anything Is Filed

What a CPA Checks Before You Dissolve

Start Your Intake Form

The registry filing is the last step. These checks decide what the shareholders actually keep.

Check 1

Paid-up capital

Comes back tax free. Everything above it is a deemed dividend under subsection 84(2).

Check 2

Who receives it

Tax on split income rules still apply to a spouse or adult child.

Check 3

Capital dividend account

The balance can be paid out tax free with an election.

Check 4

Final year end

Dissolution creates a short final year and a six-month T2 deadline.

Check 5

HST on what you keep

Property still held is treated as sold when registration ends.

Check 6

Group structure

Whether only one company in a holding group should be dissolved.

Ready to Close Your Corporation Properly?

Send your corporation number and the date you stopped trading, and we send your order of operations.

Start on the Intake Form Book Your Consultation

Corporate Dissolution Across Canada

Dissolutions are filed online, so you never need to visit. When you want to meet, our offices are open 9:00 AM to 8:30 PM, Monday to Sunday, on 647-212-9559.

Toronto (ON)

55 Queen St E Ste 1205, Toronto, ON M5C 1R6

Mississauga (ON)

2100 Camilla Rd #716, Mississauga, ON L5A 2J8

Brampton (ON)

4 Starhill Crescent, Brampton, ON L6R 2P9

Scarborough (ON)

24 Clementine Square, Scarborough, ON M1G 2V7

Vaughan (ON)

19 Cabinet Crescent, Woodbridge, ON L4L 6H9

Oshawa (ON)

210 Durham St, Oshawa, ON L1J 5R3

Ottawa (ON)

2090 Neepawa Ave a314, Ottawa, ON K2A 3L6

Etobicoke (ON)

60 Stevenson Rd #1601, Etobicoke, ON M9V 2B4

Hamilton (ON)

70 Starling Dr, Hamilton, ON L9A 0C5

Guelph (ON)

1155 Gordon St, Guelph, ON N1L 1S8

Windsor (ON)

4387 Guppy Ct, Windsor, ON N9G 2N8

North York (ON)

150 Graydon Hall Dr #912, North York, ON M3A 3B2

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Industries We Work With

Physicians

Dentists

Real Estate Agents (PREC)

IT Consultants

Restaurants and Food Trucks

Franchise Owners

E-commerce and Amazon Sellers

Manufacturing

Grocery and Convenience Stores

Import and Export

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Corporate Dissolution FAQs

How do I dissolve a corporation in Canada?

Pass a shareholders’ resolution, settle every debt, file the final tax returns, get a Canada Revenue Agency clearance certificate, distribute what is left, then file articles of dissolution with the registry that created the corporation. A federal corporation files with Corporations Canada; an Ontario corporation files in the Ontario Business Registry with Ministry of Finance consent. The registry filing is the last step.

What does it cost to dissolve a corporation?

Government fees depend on the registry, and we confirm them in writing before filing. Outstanding annual returns cost $12.00 each for a federal corporation and $0.00 in Ontario. Our own fee is confirmed in writing before anything is filed and shown separately from government fees.

Do I need a clearance certificate from the Canada Revenue Agency before I dissolve?

Yes. Subsection 159(2) of the Income Tax Act requires a legal representative to get a clearance certificate before distributing property. A corporation applies on Form TX19, and on Form GST352 where GST/HST is involved. The Canada Revenue Agency currently states most decisions are issued within 12 months.

What happens if I distribute the money to shareholders without a clearance certificate?

You become personally liable. Subsection 159(3) of the Income Tax Act makes the person who distributed the property liable for the unpaid amounts, up to the value distributed. Under subsection 226(4) of the Canada Business Corporations Act, shareholders are also liable up to what they received.

What does the Canada Revenue Agency want with a corporate clearance certificate request?

The resolution to dissolve, the notice of assessment for the final T2, proof of who the legal representative is, and a statement of how assets have been and will be distributed. Missing any of them delays the request.

When is the final T2 return due?

Within six months after the end of the final tax year, under paragraph 150(1)(a) of the Income Tax Act. Dissolution creates a short final year, and the return still includes terminal capital cost allowance, recapture and terminal losses.

How do I close my business number and my CRA program accounts?

On Form RC145, after every return is filed and assessed. The final GST/HST return covers the period ending when you stop being a registrant, and payroll slips and the T4 Summary are due within 30 days of the business stopping.

Do I have to pay GST/HST on assets I still own when I close?

Yes. Subsection 171(3) of the Excise Tax Act treats property you still hold when you stop being a registrant as sold at fair market value, so it carries GST/HST on the final return. A van, tools or unsold stock all count.

Is money paid to shareholders on dissolution a dividend or a capital gain?

Usually both. Paid-up capital comes back tax free. Anything above it is a deemed dividend under subsection 84(2) of the Income Tax Act, part of which can be elected tax free from the capital dividend account under subsections 88(2) and 83(2). Shareholders also report a gain or loss on the shares.

What is the difference between voluntary dissolution and being dissolved for not filing?

Voluntary dissolution is the shareholders’ decision, done in order. Under section 212 of the Canada Business Corporations Act, the Director can dissolve a corporation that never started business within three years, stopped for three years, or is a year in default, after 120 days of notice. That leaves tax accounts open and debts unresolved.

Can a dissolved corporation be brought back?

Yes. Section 209 of the Canada Business Corporations Act allows revival. Corporations Canada charges $250.00 by email or mail and publishes 10 business days to process it. An Ontario corporation files Articles of Revival in the Ontario Business Registry.

What happens to anything left behind after dissolution?

Undisposed property vests in the Crown under section 228 of the Canada Business Corporations Act, and money owed to people who cannot be found is paid to the Receiver General under section 227. An action can still be brought within two years under section 226, which is why we hand you a complete closing file.

Meet Your Corporate Dissolution Experts

A Chartered Professional Accountant plans the final returns and the distribution before anything is filed.

Sharad Gondaliya, CPA

Principal

Bio

647-212-9559

Vandana Goel, CPA

Accounting Specialist

Bio

647-250-0242

What Our Clients Say

These Google reviews belong to Gondaliya CPA Professional Corporation and cover every service the firm provides. See all reviews.

Insights for Corporation Owners

The corporate annual return

Bring it up to date before you dissolve.

What belongs in a minute book

Records to keep after dissolution.

Ontario initial return

The Corporations Information Act filings.

How to file a T2 return

Corporate tax filing at Gondaliya CPA.

See More Guides

10 Smart Dissolution Tips That Save You Money

File the registry last

Dissolution is the final step, not the first.

Never pay out before clearance

Distributing first can make you personally liable.

Get the final T2 assessed early

The clearance request needs its notice of assessment.

Count what you still own

It carries GST/HST on the final return.

Use the capital dividend account

Pay out the tax-free portion with an election.

Know your paid-up capital

That part comes back tax free.

Close payroll within 30 days

T4 slips and the summary are due quickly.

Bring annual returns up to date

A corporation in default is harder to dissolve.

Keep the closing file

Claims can arise for two years after dissolution.

Do not let it be struck off

Administrative dissolution leaves the tax file open.

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Verified Corporate Dissolution CPA Firm

Gondaliya CPA Professional Corporation is registered with CPA Ontario under firm registration number 61330051. Our clients have left us 1,300+ five-star Google reviews, and we work from 13 Ontario offices, open 9:00 AM to 8:30 PM, Monday to Sunday. We back every filing with a 30-day money-back guarantee and a 60-day fee-matching policy, and we are a Xero Partner Award Winner 2026. The platform is operated by WealthBamboo Inc., a federal corporation. Open Corporation for $35 is a department of Gondaliya CPA. See incorporation services at Gondaliya CPA.

CPA Ontario Membership Number

61040184

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CPA Firm Registration Number

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Close Your Corporation Without Loose Ends

Open Corporation for $35 is a department of Gondaliya CPA. The clearance certificate is the step that sets your real closing date, so the sooner the final returns are filed, the sooner the file closes. Complete the intake form and we prepare the resolutions, the final returns, the clearance certificate request and the articles of dissolution. Send payment by Interac e-Transfer to info@gondaliyacpa.ca with the security question set to “Not Applicable”, as auto-deposit is enabled. Card is also accepted. We answer 9:00 AM to 8:30 PM, Monday to Sunday, on 647-212-9559.

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No legal advice

Gondaliya CPA Professional Corporation is a firm of Chartered Professional Accountants licensed by CPA Ontario, firm registration number 61330051. It is not a law firm. We prepare and file corporate documents and we provide accounting and tax advice. Nothing on this page is legal advice, and reading it creates no solicitor and client relationship. For legal advice, including advice on a shareholder agreement before you sign it, consult a lawyer licensed in the province where your corporation carries on business.

Open Corporation for $35 is a department of Gondaliya CPA.