Can a corporation be dissolved while it still owes money to the CRA?
A corporation can, as a technical matter, be dissolved while it still owes money to the Canada Revenue Agency, but doing so doesn't make that debt disappear, and it can create real personal exposure for the people who ran the corporation. The CRA can generally still pursue a claim related to the debt, including seeking to revive the corporation where that helps its collection efforts, similar to how any other creditor might respond to a debtor corporation being dissolved.
More importantly, certain amounts owed to the CRA, particularly unremitted source deductions and unremitted HST, can attach to directors personally under specific statutory director liability provisions, regardless of whether the corporation later dissolves. Dissolving the corporation doesn't erase that personal exposure if it already existed before dissolution; it simply removes the corporation as a target, potentially leaving directors more exposed rather than less.
Given how quickly personal liability can come into play here, a corporation that owes money to the CRA should get tax and legal advice before filing for dissolution, rather than treating dissolution as a way to make an outstanding tax debt go away.
Key takeaways
- Dissolution doesn't eliminate a corporation's outstanding debt to the CRA.
- The CRA can pursue collection against a dissolved corporation, including through revival.
- Unremitted source deductions and HST can create personal director liability independent of dissolution.
- Get advice before dissolving a corporation that still owes CRA money.