What is the process to file Articles of Dissolution?

The owners of the corporation must approve the dissolution of the business. With corporations, the shareholders must approve this action. The bylaws of a corporation typically outline the process for dissolution in terms of necessary approvals. To comply with the formalities of a corporation, the board of directors should draft and approve the resolution to dissolve the corporation. The shareholders should then vote on that resolution once approved by the directors. Both actions should be documented and placed in the corporate record book. The percentage required to approve dissolution depends on the jurisdiction, but is typically not less than 2/3 majority.

After the shareholders or members have voted to dissolve the corporation, the appropriate paperwork must be filed with the jurisdiction of incorporation in which the business was formed. If the corporation is Federal, then it must also file the appropriate paperwork in the province(s) it is registered in.

The process for filing the certificate of dissolution varies by jurisdiction. Some jurisdictions of incorporations require the documents be filed before notifying creditors and resolving claims. Other jurisdictions require the documents be filed after that process.

Ontario corporations (not Federal corporations located in Ontario) require tax clearance for the corporation before the certificate of dissolution can be filed. In these cases, any back-taxes owed by the corporation must first be paid.

CorpCentre prepares and files certificates of dissolution in all Canadian jurisdictions.

To learn more or to perform some compliance check out our site: https://www.corpcentre.ca/articles-of-dissolution/