How do I close down or dissolve my Ontario corporation?

Closing an Ontario corporation involves either voluntary dissolution under the Ontario Business Corporations Act or, in some cases, a more formal winding-up process if the corporation has significant assets, debts, or creditors.

For a straightforward inactive corporation with no outstanding liabilities, voluntary dissolution can be relatively simple. Shareholders must pass a special resolution to dissolve, the corporation must cancel any business names registered under the Business Names Act, and articles of dissolution are filed with ServiceOntario. Before filing, you must also confirm that the corporation has no outstanding obligations to the Canada Revenue Agency or Ontario tax authorities — the province requires consent from the applicable tax authorities before processing dissolution.

If the corporation has assets, those must be distributed to shareholders after all debts and obligations are paid. If the corporation has employees, their rights must be addressed. If there are ongoing contracts or leases, those need to be dealt with before dissolution.

For a corporation that has not filed tax returns or annual returns for several years, the province may already have flagged it for administrative dissolution. Cleaning up that status before proceeding formally is advisable. A business lawyer can help you confirm what is outstanding and complete the dissolution cleanly.