Dissolving an Ontario corporation

To voluntarily dissolve a corporation which has been incorporated provincially in Ontario follow these steps:

Step 1

Ensure all returns which are due are filed (not the stub period up to dissolution).  Consent will not be given until this is done.  The stub period return is the only return to be marked “final return up to dissolution”.

Step 2

Determine which one of the following forms must be filed.

Form 10 – if the corporation has issued shares or commenced business, shareholder approval is required

Form 11 – if the corporation has not issued any shares, if the corporation has not commenced business

Step 3

Acquire a letter of consent to dissolve the corporation from the Ministry of Revenue.  To do this you have three options:  You must wait approx. 10 days after filing last return.

  1. Fax a request to Ministry of Revenue (1-905-433-5418)
  2. Email a request to: management@ontario.ca or
  3. Mail a request to:
Minister of Finance
Account Management and Collections Branch
PO Box 622
33 King Street West
Oshawa ON  L1H 8H5

In your request you need to include: 

  1. Corporation’s legal name
  2. Federal Business Number
  3. Contact information for taxpayer/corporation
  4. Mailing address for corporation
  5. Date business ceased operations

Step 4

After receiving the letter of consent to dissolve you have 60 days to send in the package requesting dissolution.  The final package will include the following:

  1. Form 10 or Form 11 in duplicate bearing original signatures
  2. The letter of consent from Ministry of Revenue
  3. A covering letter with a contact name, return address and phone number
  4. A $25 filing (cheque payable to Ministry of Finance)

Mail the completed package to:

Ministry of Consumer and Business Services
Companies and Personal Property
Security Branch
393 University Avenue Suit 200
Toronto, ON  M5G 2M2

Final Tax return

After articles of dissolution are received you must file the final tax up to the date of dissolution.

Example – if the last return you filed was Dec 31, 2019.  You receive articles of dissolution dated Feb 1 2021.  You must file two returns, year ending Dec 31 2020 AND Jan 1 2020 to Feb 1, 2021.  Be sure and mark “final return up to dissolution” on info page.

For further information contact Jim Innes:  Jinnes@innesrobinson.ca

 

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