How do I voluntarily dissolve an Ontario corporation I no longer need?
Voluntarily dissolving an Ontario corporation requires following a formal process under the Ontario Business Corporations Act. The steps generally include: ensuring all the corporation's liabilities are paid or provided for, obtaining shareholder approval (typically through a special resolution), obtaining clearance from the Ministry of Finance (a tax clearance), and then filing articles of dissolution with ServiceOntario.
The Ministry of Finance clearance confirms the corporation has no outstanding provincial tax liabilities. This step can take several weeks or longer, depending on the corporation's filing history. You should also wind down all business operations, cancel any business name registrations, close bank accounts, cancel licences, and notify the CRA to close the corporate tax accounts.
Dissolving a corporation does not eliminate personal liability for directors who may have signed personal guarantees. Any outstanding obligations that you guaranteed personally remain enforceable against you even after dissolution. If the corporation has creditors, employees, or complex tax situations, getting legal and accounting advice before starting the process will help you avoid inadvertently leaving loose ends that could become personal liabilities.
Key takeaways
- Articles of dissolution must be filed with ServiceOntario after shareholder approval.
- Ministry of Finance tax clearance is required before filing.
- Close all tax accounts, licences, and bank accounts as part of winding down.
- Personal guarantees survive corporate dissolution; consult a lawyer if there are debts.