Dissolving a corporation in Canada
This guide explains how a federal or Ontario corporation is closed properly: the registry filings and their fees, the CRA accounts and final returns, the tax on what shareholders take out, and the liability that can follow directors afterwards. We prepare and file your articles of incorporation for $35.00, HST included. The government fee is separate and charged at cost: $200.00 to Corporations Canada, or $300.00 to the Ontario Business Registry. Open Corporation for $35 is a department of Gondaliya CPA.
Dissolving is more than one filing
A corporation ends when the registry issues a certificate of dissolution. Getting there properly takes three tracks running in order: the corporate law filing, the Canada Revenue Agency accounts, and the distribution of whatever the corporation still owns.
Skipping a track does not make it go away. Corporations Canada does not tell the CRA that a corporation has dissolved, so the CRA treats a corporation as still existing until its own accounts are closed. And property left inside a dissolved corporation passes to the Crown rather than to the shareholders.
| Track | What it involves | Who it is filed with |
|---|---|---|
| Corporate law | Shareholder resolution, then articles of dissolution | Corporations Canada or the Ontario Business Registry |
| Tax accounts | Final T2, final GST/HST and payroll returns, then closing the accounts | Canada Revenue Agency |
| Distribution | Paying creditors, then distributing what is left to shareholders | Your own records, with a clearance certificate where needed |
This guide explains the rules. If you want the filings handled, our corporate dissolution service does it.
Dissolving a federal corporation
A corporation under the Canada Business Corporations Act dissolves by filing articles of dissolution, Form 17, with Corporations Canada. There is no government fee to file them.
When it can file
A corporation can apply to dissolve when it has no property and no liabilities, with the shareholders approving by special resolution. Where there is more than one class of shareholders, each class passes its own special resolution. Alternatively, the shareholders can authorize the directors to distribute the property and discharge the liabilities first, and then apply.
A corporation that still has property or creditors files a statement of intent to dissolve, Form 19, also free, and gives notice to its known creditors before the articles follow. A bankrupt corporation cannot dissolve this way.
| Federal filing | Government fee |
|---|---|
| Articles of dissolution, Form 17 | $0.00 |
| Statement of intent to dissolve, Form 19 | $0.00 |
| Revoking a statement of intent to dissolve | $50.00 online, $100.00 by email or mail |
| Outstanding federal annual returns, each | $12.00 |
| Revival of a dissolved corporation, by email or mail | $250.00 |
Corporations Canada can also dissolve a corporation itself under section 212 of the Act, for example after it has been in default for a year in sending its annual returns, after giving 120 days’ notice. That is not a clean exit: the tax accounts and the property are left exactly as they were.
We incorporate for $35.00, HST included
Government fee shown separately at cost. Closing a corporation instead? Our corporate dissolution service handles the filings.
Dissolving an Ontario corporation
A corporation under the Business Corporations Act (Ontario) dissolves by filing articles of dissolution in the Ontario Business Registry. The government fee is $25.00.
Ontario still checks tax compliance before it dissolves a corporation. Since the Ontario Business Registry launched on 19 October 2021 there is no separate paper consent application: the request for consent from the Ministry of Finance is forwarded automatically when the articles are filed, and the Ministry responds electronically.
| Ontario filing | Government fee |
|---|---|
| Articles of dissolution | $25.00 |
| Ontario Annual Returns, each | $0.00 |
| Articles of revival | $330.00 |
Bringing the Ontario Annual Returns up to date before filing avoids delay. A corporation that stops filing them can be dissolved by the province under section 241 of the Act after notice, and a dissolved Ontario corporation can be revived within 20 years, with Ministry of Finance consent and a $330.00 fee.
Closing the CRA accounts
The CRA closes business number accounts on request, using Form RC145, Request to Close Business Number Program Accounts. Each account needs its final filing first.
| Account | Final filing | Deadline |
|---|---|---|
| Payroll, RP | Final remittance, then T4 slips and the T4 Summary | Remit within 7 days and file the slips within 30 days of the day the business ends |
| GST/HST, RT | Final GST/HST return | With the last reporting period |
| Corporate income tax, RC | Final T2, answering yes on line 078 for a year ending on the dissolution date | Within six months of that year end |
Cancelling a GST/HST registration treats capital property you still hold as sold at fair market value immediately before the cancellation, under subsection 171(3) of the Excise Tax Act. Input tax credits claimed on it can have to be repaid.
Keep the corporation’s books and records after it closes. The CRA expects records to be kept until two years after dissolution, and GST/HST records generally for six years.
Tax on what shareholders take out
Whatever the corporation distributes on a wind-up is taxed in the shareholders’ hands. The amount that returns paid-up capital comes back without tax. Anything above paid-up capital is a deemed dividend under subsection 84(2) of the Income Tax Act.
Where the corporation has a capital dividend account balance, it can elect to pay that portion as a tax-free capital dividend before the rest is distributed. The shareholder also has a capital gain or loss on the shares themselves, measured against what they paid for them.
A subsidiary at least 90 percent owned by a Canadian parent corporation can usually be wound up into the parent on a tax-deferred basis under subsection 88(1), rather than producing a deemed dividend.
A director who distributes property before the CRA has issued a clearance certificate on Form TX19 can be personally liable for the corporation’s unpaid tax, up to the value of what was distributed. The CRA’s service standard for the certificate is 120 days.
The tax on split income rules continue to apply when a spouse or adult child receives a wind-up dividend.
Director liability after dissolution
Dissolving the corporation does not end a director’s exposure straight away. Directors are personally liable for unremitted source deductions and GST/HST, under section 227.1 of the Income Tax Act and section 323 of the Excise Tax Act, and the CRA can assess them within two years after they last ceased to be a director. A due diligence defence is available to a director who acted to prevent the failure.
Property left in a federal corporation when it dissolves vests in the Crown under section 228 of the Canada Business Corporations Act, and Ontario applies the Forfeited Corporate Property Act, 2015 to Ontario corporations. Revival can return it, which is why a missed bank account or property is usually discovered at the worst time.
| After dissolution | What can still happen |
|---|---|
| Unremitted payroll deductions or GST/HST | Directors assessed within two years after ceasing to act |
| Distribution without a clearance certificate | Directors liable up to the value distributed |
| Property forgotten in the corporation | Passes to the Crown until the corporation is revived |
| A claim against the corporation | Shareholders liable only up to what they received on the wind-up |
What incorporating costs
This guide is about ending a corporation, but most owners we speak to are starting the next one. Our fee to form one is fixed, and government fees are charged at cost.
| Item | Amount | HST | Total | Who charges it |
|---|---|---|---|---|
| Our incorporation filing fee | $35.00 | Included | $35.00 | Open Corporation for $35 |
| Federal articles of incorporation, filed online | $200.00 | Not applicable | $200.00 | Corporations Canada |
| Ontario articles of incorporation | $300.00 | Not applicable | $300.00 | Ontario Business Registry |
| Articles of dissolution | $0.00 federal, $25.00 Ontario | Not applicable | $0.00 or $25.00 | Corporations Canada or the Ontario Business Registry |
Our $35.00 fee includes HST and government fees are passed through at cost with no mark-up. Every figure is on our full pricing page. Open Corporation for $35 is a department of Gondaliya CPA.
What a CPA checks before you dissolve
This guide explains the rules. The order you do them in is what protects the directors.
We start with the accounts. We confirm every CRA program account the corporation holds, the returns still outstanding and any balance owing, because the corporate income tax account closes last, after the final T2 is assessed.
Then the balance sheet. We list what the corporation still owns and owes, so nothing is left to pass to the Crown and no creditor is missed.
Then the distribution. We work out the paid-up capital, the capital dividend account and the deemed dividend, and decide whether a clearance certificate should be requested before anything is paid out.
Last, the registry. We file the annual returns that are missing, then the articles of dissolution, in the order each registry needs. Our corporate dissolution service covers each step. Open Corporation for $35 is a department of Gondaliya CPA.
Case studies
Three owners who closed a corporation, and what we did.
A dormant federal corporation
The situation: A consultant’s federal corporation had not traded for two years and was behind on its annual returns.
What we did: We filed the missing federal annual returns, closed the CRA accounts after a nil final T2, and filed free articles of dissolution.
The result:
- Annual returns brought current
- CRA accounts closed
- Dissolved without a government fee
An Ontario corporation with cash left inside
The situation: An Ontario corporation had sold its business and held cash for its two shareholders.
What we did: We calculated paid-up capital and the capital dividend account, paid the capital dividend first, requested a clearance certificate, then distributed the rest and filed the articles.
The result:
- Tax-free capital dividend paid
- Clearance certificate obtained
- Directors protected
A forgotten bank account
The situation: A corporation dissolved years earlier still had a bank balance the owner had overlooked.
What we did: We explained that the funds had passed to the Crown on dissolution and that revival would return them, then compared the revival cost with the balance.
The result:
- Options laid out
- Revival cost weighed
- Records reconstructed
Book a free consultation call
Closing a corporation, or starting a new one after selling? Bring the details to a free call. Pick a time below and a Chartered Professional Accountant will call you.
Frequently asked questions
These are the questions owners ask about dissolving a corporation. Each answer can be read on its own.
How much does it cost to dissolve a corporation?
Does the CRA know when my corporation dissolves?
Does Ontario still need tax consent to dissolve a corporation?
How is money taken out on a wind-up taxed?
Do I need a clearance certificate before distributing the corporation’s property?
Can directors still be liable after the corporation dissolves?
What happens to property left in a dissolved corporation?
Can a dissolved corporation be revived?
The CPAs who review this guide
A Chartered Professional Accountant reviews your structure before anything is filed. Open Corporation for $35 is a department of Gondaliya CPA.
What our clients say
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. Open Corporation for $35 is a department of Gondaliya CPA.
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Close one corporation properly, start the next one cleanly
Dissolving a corporation, or incorporating after a sale? Send the intake form and we will check the order of filings before anything is submitted. Our fee is $35.00, HST included, and the government fee is shown separately at cost. Payment is by Interac e-Transfer to info@gondaliyacpa.ca, and the security question is Not Applicable because auto-deposit is enabled.
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 on creditor claims, shareholder disputes or a contested wind-up, consult a lawyer licensed in the province where your corporation carries on business.
Open Corporation for $35 is a department of Gondaliya CPA.
