Manage · Corporate Filings
You file Articles of Dissolution to formally end the corporation's legal existence. Done right, that means first settling debts, filing final tax returns, ideally obtaining a CRA tax clearance certificate, and distributing remaining assets, then filing the dissolution. Simply stopping filings instead leaves you exposed. CorpStart prepares and files the dissolution once you're ready.
You file Articles of Dissolution to formally end the corporation's legal existence. Done right, that means first settling debts, filing final tax returns, ideally obtaining a CRA tax clearance certificate, and distributing remaining assets, then filing the dissolution. Simply stopping filings instead leaves you exposed. CorpStart prepares and files the dissolution once you're ready.
When a corporation's life is over (the business closed, the project ended, the holding company no longer needed), the temptation is to simply stop: stop invoicing, stop filing, let it fade. That's the expensive mistake. A corporation you ignore doesn't disappear; it keeps existing on the registry, keeps accruing filing obligations, and keeps its directors on the hook.
Two things happen when you go silent. First, the corporation eventually gets administratively dissolved by the government for failing to file, but on the government's terms and timeline, often leaving loose ends (unfiled tax returns, unresolved CRA accounts) that can surface later. Second, and more seriously, directors can carry personal liability for certain corporate obligations (unremitted payroll source deductions and GST/HST, and unpaid wages) that don't vanish just because you stopped paying attention to the company.
A voluntary dissolution is the clean way out. You wind the corporation down deliberately: settle what's owed, close the accounts properly, file the final returns, and formally end the corporation's existence so there's nothing left dangling. It's the difference between closing the door and leaving the house unlocked.
Dissolution isn't the first step; it's the last. Before you can properly dissolve, the corporation's affairs need to be wound up. That means paying off (or otherwise dealing with) the corporation's debts and liabilities, because you generally can't dissolve a corporation out from under its creditors, and directors who distribute assets ahead of creditors can be held responsible.
You also need to file the corporation's final tax returns. There's a final T2 corporate return covering the period up to dissolution, and you'll close out the corporation's CRA accounts: payroll, GST/HST, and its business number. Any assets left after debts are paid are distributed to the shareholders, which itself can have tax consequences (a deemed disposition, potential capital gains or a final dividend) that are worth running past your accountant.
The order matters: creditors first, then final returns and account closures, then distribute what's left, then dissolve. Skipping steps is how a "closed" company reopens as a problem: a CRA reassessment or a creditor claim that finds a director personally.
Before distributing the corporation's remaining property to shareholders, you can (and often should) request a tax clearance certificate from the CRA. A clearance certificate confirms the corporation has paid all amounts it owes (income tax, GST/HST, payroll) or has arranged to. Its purpose is protective: if you distribute assets without a clearance and the corporation later turns out to have owed tax, the CRA can pursue the person who distributed those assets (potentially you) personally for the shortfall.
Getting a clearance takes time (it's not instant, so allow several months), so it's a planning item, not an afterthought. For a simple corporation with no employees, no unusual tax history, and modest assets, some owners and their accountants proceed without one and accept a small risk; for a corporation with real assets, employees, or any tax complexity, a clearance is cheap insurance.
This is a judgment call best made with your accountant, who knows the corporation's tax picture. It's exactly the kind of decision where a little advice up front prevents a large personal liability later.
Once the wind-up is done, the actual dissolution is a filing: Articles of Dissolution filed with the Ontario Business Registry for an Ontario corporation, or with Corporations Canada for a federal one. It requires a resolution of the shareholders (or directors, depending on the situation) authorizing the dissolution, and it declares that the corporation has no property and no liabilities (or that it has provided for them), which is why the wind-up has to come first.
Federally, there's an additional wrinkle: a federal corporation generally needs to be in good standing and up to date on its annual filings before Corporations Canada will accept a voluntary dissolution, so any catch-up filings happen before the dissolution can go through.
When it's accepted, you receive a Certificate of Dissolution, and the corporation's legal existence ends. Keep that certificate and your final records: proof that you closed the corporation properly is worth holding onto.
When your corporation is wound up and ready (debts settled, final returns filed, clearance obtained if you're getting one), tell us the corporation's details and who's authorizing the dissolution. We confirm it's in good standing (and flag any catch-up filings needed, especially federally), prepare the Articles of Dissolution and the authorizing resolution, and file with the registry.
We're honest about our lane: CorpStart handles the dissolution filing and its resolutions. The wind-up decisions (final returns, tax clearance, the tax treatment of distributing assets) are your accountant's domain, and we'll happily file once you and they say you're ready. You get the Certificate of Dissolution and clean closing documents for your records.
Dissolution is the last step: here's how it fits after the wind-up.
Wind up the corporation
With your accountant: settle debts, file final tax returns, close CRA accounts, obtain a tax clearance if appropriate, and distribute remaining assets.
We prepare and file
CorpStart confirms good standing, prepares the Articles of Dissolution and authorizing resolution, and files with the Ontario Business Registry or Corporations Canada.
Corporation formally closed
You receive the Certificate of Dissolution ending the corporation's legal existence: no lingering filings, no dangling director liability.
Voluntary dissolution vs. just stopping filings
| Factor | Voluntary dissolution | Just stop filing |
|---|---|---|
| How the corporation ends | Deliberately, on your terms | Administrative dissolution, on the gov's terms |
| Final tax returns | Filed and accounts closed | Left unfiled, can resurface |
| Creditors and CRA | Settled first | May pursue directors later |
| Director liability | Cleanly wound down | Can linger (payroll, HST, wages) |
| Proof it's closed | Certificate of Dissolution | None; messy trail |
Can't I just stop filing and let my corporation lapse?
You can, but it's the expensive route. The corporation keeps existing and accruing obligations until the government administratively dissolves it, often leaving unfiled tax returns and open CRA accounts. Worse, directors can stay personally liable for unremitted payroll deductions, GST/HST, and unpaid wages. A voluntary dissolution winds everything down cleanly so nothing dangles behind you.
Do I need a tax clearance certificate to dissolve?
It's not always mandatory, but it's protective. A CRA clearance certificate confirms the corporation paid everything it owed before you distribute its assets. Without one, if the corporation later turns out to have owed tax, the CRA can pursue whoever distributed the assets (potentially you) personally. For a corporation with real assets or any tax complexity, a clearance is cheap insurance. Discuss it with your accountant.
What has to happen before I can dissolve?
The wind-up comes first: settle or provide for the corporation's debts, file its final T2 and close its CRA accounts (payroll, GST/HST, business number), obtain a tax clearance if appropriate, and distribute remaining assets to shareholders. Only then do you file Articles of Dissolution, which declares the corporation has no outstanding property or liabilities. Order matters.
Does dissolution require a tax advisor, or can CorpStart do all of it?
CorpStart files the dissolution itself: the Articles of Dissolution and authorizing resolution. But the wind-up decisions (final returns, tax clearance, the tax on distributing assets) are your accountant's domain, and they carry real personal-liability stakes. We're honest about that split: we make the filing smooth once you and your accountant confirm the corporation is ready to close.
What if I already stopped filing years ago: can I still dissolve properly?
Often yes, but you may need to catch up first. If the corporation was administratively dissolved for non-filing, you might need to revive it before you can voluntarily dissolve it cleanly, or bring outstanding returns current. It's more work than dissolving on time would have been, but far better than leaving it unresolved. We'll assess your situation and tell you the path.
Close it cleanly
When your corporation is wound up, we prepare and file the Articles of Dissolution and resolution so it closes on your terms: no lingering filings or director liability.
Start my corporationCorpStart is a document preparation service, not a law firm. The information on this page is general in nature and does not constitute legal or tax advice. For advice specific to your situation, consult a licensed lawyer or accountant.