How to close a business in Canada: dissolve a corporation

Closing a business in Canada: the checklist

Before you file articles of dissolution, check what the company's records are worth. AI developers now pay for the operational records of closing and closed companies, such as tickets, work orders, email and chat archives and code (public deals). A free valuation takes six questions about the business and no files.

Most Canadian closures follow the same steps. The filing that ends a corporation depends on where it was incorporated: the CRA tells corporations to send an application for dissolution to the government body that governs their affairs (CRA). This checklist uses federal and Ontario rules; the sections below give the detail and the other provinces.

Source: Corporations Canada: Guide on dissolving a business corporation

Dissolution, liquidation or bankruptcy: which route fits

The right route depends on the business structure, where it was incorporated and whether it can pay its debts. A federal corporation can be dissolved only when its property has been distributed and its liabilities discharged, and a bankrupt corporation cannot ask to be dissolved under the Canada Business Corporations Act (Corporations Canada).

Source: Corporations Canada: Guide on dissolving a business corporation

How to dissolve a federal corporation (CBCA)

A corporation incorporated under the Canada Business Corporations Act (CBCA) dissolves through Corporations Canada. Who approves depends on what the corporation has issued and holds (CBCA section 210):

• No shares issued: a resolution of all the directors.
• Shares issued, no property and no liabilities: a special resolution of the shareholders, or of the holders of each class if there is more than one, whether or not they are otherwise entitled to vote.
• Property or liabilities remain: either liquidate first, with a special resolution authorizing the directors to distribute the property and discharge the liabilities before the articles are sent, or start with a statement of intent to dissolve (Corporations Canada).
• The statement of intent route: file Form 19, Statement of Intent to Dissolve. Once the certificate of intent is issued, the corporation must stop business except as needed for the liquidation, immediately send notice to each known creditor, give notice in each province where it carries on business, collect its property, discharge its obligations and then distribute what is left to shareholders (CBCA section 211). Corporations Canada says the certificate serves as public notice that the corporation is no longer carrying on its activities.
• Filing: submit the articles of dissolution (Form 17) online; filing Form 19 online is limited to registered intermediaries (federal forms). Do not send copies of the resolutions. There is no filing fee for either certificate, an online dissolution takes 1 day, and revoking an intent to dissolve costs $50 (fees and processing times).
• Check the registered office address and directors' information first: Corporations Canada says they can no longer be modified after the corporation is dissolved.
• Effect: the corporation ceases to exist on the date shown in the certificate of dissolution (CBCA section 210).

Source: Corporations Canada: Guide on dissolving a business corporation

Articles of dissolution in Ontario: how to close an Ontario corporation

An Ontario corporation dissolves under the Business Corporations Act by filing articles of dissolution in the Ontario Business Registry. The online filing needs the corporation name, the Ontario Corporation Number (OCN), the effective date, Minister of Finance consent and a $25 fee. The request for consent is forwarded to the Ministry of Finance automatically.

Approval comes first. Under section 237, the shareholders pass a special resolution (a corporation that is not an offering corporation can set another proportion in its articles, but not less than 50 per cent of the votes) or all voting shareholders consent in writing. A corporation that never started business and issued no shares is dissolved on the authorization of its incorporators.

• What the articles must confirm (section 238): the corporation has no debts, obligations or liabilities, or they have been duly provided for, or its creditors consent; after satisfying creditors it has no property left to distribute or has distributed it rateably among its shareholders; if it ever owned land in Ontario, it no longer does; and no court proceedings are pending against it.
• Ministry of Finance consent: the Ontario notice says articles of dissolution must be supported by a written consent from the Minister of Finance. The Ministry provides it electronically within 30 business days of receiving the request; the filing itself takes 2 business days online or 15 by mail (Ontario fees and service times).
• Effective date: the certificate is dated when the articles, the Ministry of Finance consent and the fee are received. You can ask for a date up to 30 days later, provided consent has been obtained by then (Ontario notice).
• Signatures: a director or officer signs if shareholders authorized the dissolution; all incorporators sign if the corporation never started business. To file by mail, use Form Number 5268 and make the cheque payable to the Minister of Finance.
• Unknown creditors: a corporation that cannot find a creditor may, by agreement, pay the amount owed to the Public Guardian and Trustee, which counts as providing for the debt (section 238).
• No second chance: the Business Corporations Act has no articles of revival for a corporation that dissolved voluntarily; the only way back is a Special Act of the Legislature (Ontario notice).
• Closing tax accounts: the Ontario.ca Login can notify the CRA, and through it you can close your GST/HST, payroll deductions or corporate income tax accounts (CRA).

Source: Ontario: Notice, Business Corporations Act, Filing Articles of Dissolution (PDF)

Dissolving a company in British Columbia, Alberta and other provinces

Each province runs its own registry and rules. Two examples:

• A federal corporation that files Form 19 must give notice of its intent to dissolve in each province where it carries on business (CBCA section 211).

Source: Alberta: Liquidate or dissolve a corporation, cooperative or organization

Closing a sole proprietorship or partnership

A sole proprietorship is an unincorporated business owned by one individual, with no separate legal status; the owner assumes all the risks of the business, and they extend to personal property and assets (CRA). There is no corporation to dissolve, so closing is mostly cancelling registrations and tax accounts.

• Business name: in Ontario, the business name registration for a sole proprietorship, partnership or trade name lasts 5 years. To close before it expires, sign in, choose "cancel" under the "Make changes" tab; there is no fee (Ontario Business Registry). Cancelling a partnership registration is also $0 (Ontario fees).
• Income tax: a sole proprietor reports business income on the T1 return (CRA). The final fiscal period can be shorter than 12 months when a business stops (Guide T4002).
• GST/HST: close the account and file a final return. If a partnership will no longer exist, its GST/HST account has to be closed and a final return filed (CRA).
• Payroll: if you had employees, file the final information returns within 30 days of the business stopping (CRA).
• Records: an unincorporated business that ends must keep its records for six years from the end of the tax year in which it ended (CRA).

Source: CRA: Sole proprietorship

Close your CRA accounts and file the final returns

When you close the business and no longer need the business number, you have to fill in certain forms before the accounts can be closed, and each account has its own procedures (CRA).

• GST/HST on what you still hold: the CRA treats you as having sold each non-capital property you held for your commercial activity, so you remit GST/HST on its fair market value on the final return. Capital property is treated the same way at its basic tax content, and input tax credits claimed on it may have to be repaid (CRA).
• Clearance certificate: the T2 guide says the legal representative has to get a clearance certificate from the tax services office to avoid being personally liable for unpaid taxes, interest and penalties, and only after receiving it can you begin distributing the corporation's property. Ask your accountant how this fits your dissolution timing (T2 guide, line 078).
• Ontario businesses can close GST/HST, payroll deductions and corporate income tax accounts through the Ontario.ca Login (CRA).

Source: CRA: Closing CRA program accounts

Employees: notice, final pay and records of employment

Employment standards are provincial; Ontario's are below. Under the Ontario Employment Standards Act, an employee continuously employed for at least three months is owed written notice that grows with length of employment, from 1 week for less than a year to 8 weeks for 8 years or more (Ontario ESA guide). ESA severance pay is a separate entitlement.

A mass termination, 50 or more employees at an establishment within a four-week period, has its own rules:

• Form 1: the employer delivers Form 1, Notice of termination of employment, to the Director of Employment Standards. Notice to employees is not effective until the Director receives it. On the first day of the notice period, post a copy in the workplace and give one to each affected employee (Ontario ESA guide).
• The exception for small reductions (not more than 10 per cent of the employees at the establishment) does not apply when the terminations are caused by the permanent discontinuance of all or part of the business there. Since October 26, 2023, an employee's home counts as an establishment if they work only from home.
• Records of employment: issue an ROE when an employee's earnings stop. Paper ROEs are due within 5 calendar days of the first day of the interruption of earnings. Electronic ROEs are due 5 calendar days after the end of the pay period in which it occurs; with monthly or 4-weekly pay periods, by the earlier of that date and 15 calendar days after the first day of the interruption (ESDC).
• Final payroll filings: remit all source deductions, file the final information returns within 30 days of the business stopping and give each employee a T4 or T4A slip (CRA).
• If the employer goes bankrupt: the Wage Earner Protection Program compensates eligible workers when their employer declares bankruptcy (OSB).

Source: Ontario: Your guide to the Employment Standards Act, termination of employment

Can I just stop operating and walk away from a corporation?

Not safely. A corporation that stops trading without dissolving still exists, and so do its obligations:

• Returns keep falling due. Until it receives the articles of dissolution, the CRA considers that the corporation still exists and it will have to file a return even if there is no tax payable (CRA).
• Directors can owe the payroll and sales tax. Directors in office when a corporation fails to remit source deductions or GST/HST can be personally liable, together with the corporation, for the unpaid amount plus penalties and interest. The CRA must first show it cannot recover from the corporation, must assess within two years after the director last ceased to be a director, and a director who exercised due diligence is not liable (CRA IC89-2).
• Shareholders who received property can be pursued. A shareholder of a dissolved federal corporation is liable to claimants up to the amount received on the distribution, and an action may be brought within two years after dissolution (CBCA section 226). Ontario has the same liability up to the amount received (section 243).
• Lawsuits survive dissolution. A proceeding against a dissolved federal corporation may be brought within two years after its dissolution (CBCA section 226); in Ontario, one may be brought as if the corporation had not been dissolved (section 242).
• Abandoned corporations can be dissolved by the government. Corporations Canada warns that you must file your annual return to avoid administrative dissolution (Corporations Canada). In Ontario, if the Minister of Finance reports a tax default, the Director may give notice that an order dissolving the corporation will be issued unless it remedies the default within 90 days (section 241).
• Undistributed property goes to the Crown. In British Columbia, an asset not yet distributed when a company is dissolved vests in the government (BC Registries).

Source: CRA: Information Circular IC89-2, Directors' liability

If the corporation cannot pay its debts

A corporation that is bankrupt, has a trustee under a proposal or has an interim receiver under the Bankruptcy and Insolvency Act (BIA) cannot voluntarily dissolve, and bankruptcy does not end a corporation's existence (Corporations Canada). Under the BIA, a corporation is insolvent if it cannot meet its obligations as they generally become due, has stopped paying current obligations in the ordinary course, or its property at a fair valuation would not cover all its obligations.

The BIA routes run through a licensed insolvency trustee (LIT). LITs are licensed by the Office of the Superintendent of Bankruptcy and are officers of the court; they administer proposals and bankruptcies. A commercial proposal, an offer to pay creditors a percentage of what is owed or to extend the time to pay, has no limit on the amount owed (OSB). LITs are the only professionals authorized to administer these government-regulated proceedings (OSB). Speak to one, and to your lawyer, before selling assets or ending leases.

• GST/HST: if the corporation files for bankruptcy, send the tax services office a copy of the assignment in bankruptcy, the bankruptcy notice or the first meeting of creditors correspondence; the business number is usually closed after the discharge (CRA).
• ROEs: when an employer declares bankruptcy and a receiver takes over the business, the employer usually has to issue ROEs to all employees (ESDC).

Source: Office of the Superintendent of Bankruptcy: Bankruptcy and insolvency at a glance

How long to keep business records after closing in Canada

Closing does not end record-keeping. The CRA's general rule is six years from the end of the last tax year the records relate to, and similar rules apply under the Income Tax Act, the Excise Tax Act (GST/HST), the Employment Insurance Act and the Canada Pension Plan. Closing changes the clock (CRA):

• Where: keep records at your place of business or residence in Canada unless the CRA gives written permission. Records kept outside Canada and accessed electronically from Canada do not count as kept in Canada.
• Destroying early: you need written CRA permission first, on Form T137 or by writing to your tax services office, and destroying records without permission can lead to prosecution. That permission covers only CRA rules, not other federal, provincial or municipal laws.
• Personal information: the Privacy Commissioner's guidance under PIPEDA is to keep personal information only as long as it is needed for its purposes, set maximum and minimum retention periods that reflect legal requirements, and dispose of it securely (OPC).

Source: CRA: Where to keep your records, for how long and how to request permission to destroy them early

Before you delete company systems, check what the records are worth

A shutdown checklist usually ends by cancelling subscriptions, and that deletes the email, chat, ticketing and code archives with them. Three checks come first.

Checking the value takes minutes: see what your company's records are worth from six questions about the business, before any system is cancelled.

• Retention: keep what the CRA requires (see the table above), in Canada, and preserve anything tied to an objection, appeal or lawsuit.
• Value: operational records such as support tickets, work orders, email and chat archives and code repositories can be licensed to AI developers. AI labs are buying data from dead startups to train their models, MIT Technology Review reported in October 2026; suppliers scrub personally identifiable information and exclude HR records, it said.
• Privacy: these archives carry staff and customer details. The Privacy Commissioner's guidance is to use or disclose personal information only for the purposes it was collected for unless the person consents or the law requires it, to get fresh consent for a new purpose, and to use effective techniques to make information anonymous when it is kept for statistics (OPC). See how to de-identify company data and selling company data in Canada.

Source: MIT Technology Review: AI labs buying data from dead startups (Oct 2026)

How to keep that option open

Export first, keep admin access and describe what you hold at company level: the systems, years covered and approximate volume. The data inventory template gives the columns. The deals tracker lists public prices as reported.

Money from licensing records is company property like any other sale proceeds. A federal corporation distributes its remaining property to shareholders only after providing for all its obligations (CBCA section 211), so it goes to creditors before owners. For the details, see selling company data after closing and how Origin helps companies winding down. Closing a US entity too? Use the US closing a business checklist.

Wind-down timeline: what happens when

The order varies by province and by whether the corporation can pay its debts. Each rule is sourced in the sections above. A typical sequence for a federal or Ontario corporation with employees:

Next step

Start with the resolution and one list of every account, creditor, employee and system. If the company holds years of tickets, work orders, chat or code, describe them before anything is cancelled; no export is needed to find out whether they are worth licensing.

Origin Data Partners is independent and is not affiliated with any AI data buyer. We help owners compare buyers and find the best fit for their records. See what your data is worth.