Dissolution Kit
Policy Statement 10.1
May 30, 2002
This policy statement replaces policy 10.1, Dissolution Kit, dated
August 19, 1999. This policy statement reflects the amendments to the
Canada Business Corporation Act and the Canada Business
Corporations Regulations (2001) that came into effect on November 24,
2001.
This kit is intended only as a guide to users; it does not replace or
take precedence over the CBCA
The purpose of this kit is to help you submit the information required
for obtaining approval for a corporation's dissolution under the
Canada Business Corporations Act (CBCA). By ensuring that you
provide all the required information with your initial application,
you can help Corporations Canada process your documents
swiftly.
Please note that only voluntary dissolutions are covered in this kit.
The CBCA also provides for involuntary dissolutions in certain
circumstances, for example, failure to file annual returns.
In this kit, you will find:
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details on what information must be filed in order to obtain a
Certificate of Dissolution;
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general information about the role of Corporations Canada;
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information on what happens when an application for dissolution is
deficient;
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information concerning the various ways to file the dissolution
documents;
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information about how a corporation is dissolved;
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suggestions about how to fill out key parts of Form 17 and Form 19;
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the forms to use for dissolution; (Please note that forms are
available online under "Information Kits and Administrative
Forms" on the Corporations Canada's website, and
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contact information for Corporations Canada.
You should note that this kit does not tell you everything you may
need to know about dissolution. You may wish to consult with legal
counsel or other professional advisors on this or other relevant
matters.
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To receive a Certificate of Dissolution, a Certificate of Intent to
Dissolve or a Certificate of Revocation of Intent to Dissolve, you
must send some or all of the following supporting materials, duly
completed, as may be applicable to the circumstances of your
corporation to the Director under the CBCA (the "Director"), whose address appears at the end of this kit:
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a completed Form 17, Articles of Dissolution OR a completed Form
19, Statement of Intent to Dissolve or Revocation of Intent to
Dissolve
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a filing fee of $50.00, payable to the Receiver General for Canada,
when submitting a Revocation of Intent to Dissolve only.
Instructions for completing the forms are given on the reverse side of
each document. Forms must be signed by a director or authorized
officer of the corporation.
There is no requirement that any form of "proof of facts"
(such as affidavits) be submitted with Articles of Dissolution. It is
the responsibility of the applicant, not the Director, to verify that
the contents of the articles meet all requirements of the CBCA
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Corporations Canada will check that your Articles of
Dissolution (Form 17) are complete and in proper form. If so, the
Director will issue a Certificate of Dissolution showing the date of
receipt of your articles as the effective date of dissolution.
For corporations submitting a Statement of Intent to Dissolve (Form
19), Corporations Canada will check that documents are received
by the Director in complete and proper form. The Director will issue a
Certificate of Intent to Dissolve.
For corporations submitting a Statement of Revocation of Intent to
Dissolve (Form 19), Corporations Canada will ensure documents are
complete and in proper form and the applicable fee of $50 is
submitted, after which a Certificate of Revocation of Intent to
Dissolve will be issued to the corporation, which will then be able to
continue operating in normal fashion.
In each case, a notice will be published on the Corporations Canada's website.
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Applications bearing deficiencies will be returned to the applicant
with a "Deficiency Notice" indicating the nature of the
deficiency. When deficient articles are returned to applicants, the
original effective date is forfeited.
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Note that there is no fee required for filing dissolution documents,
except in the case of filing a Revocation of Intent to Dissolve, which
requires payment of a $50 fee payable by cheque payable to the
Receiver General for Canada, credit card (Visa or MasterCard) or a
deposit account maintained with Industry Canada at the time of filing.
Electronic forms:
An electronic Form 17 or electronic Form 19 can be filed online at
Corporations Canada Electronic Filing Centre.
By fax:
You may submit forms to Corporations Canada by fax at 613-941-0999. The signature can be by reproduction of a manual signature,
in printed form or in digital form. On receipt of documents duly
completed, a Certificate will be issued and sent to you by fax.
By mail or by courier:
You can submit the required documents by sending them to:
Corporations Canada
Industry Canada
9th Floor, Jean Edmonds Towers South
365 Laurier Avenue West
Ottawa ON K1A 0C8
On receipt of documents duly completed, a Certificate will be issued
and sent to you by the method requested.
In person:
You may submit all required documents in person, Monday to Friday
between 8:30 a.m. and 2:30 p.m. at the address noted above. After
examination of duly-completed documents, a Certificate will be issued
and sent to you by mail or by the method requested.
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It sometimes happens that a corporate structure is never actively used
after the granting of a Certificate of Incorporation. Perhaps the
corporation's expected financial backing never materialized, or
the business environment changed, or any number of other contingencies
may have occurred. If the incorporators do not envisage ever operating
actively, they may simply decide that it is desirable to terminate the
corporation's existence and avoid the annual filing requirements
under the
You may complete and file Form 17, Articles of Dissolution, and send
them to the Director, at the address appearing at the end of this kit,
if your corporation fits any or all of the following criteria:
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no shares of the corporation have been issued
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your corporation has shareholders, but no property and no
liabilities
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the shareholder or shareholders of a closely-held corporation with
few creditors have authorized the distribution of property and the
discharging of liabilities of the corporation, and such
distribution and discharging have been completed.
No fee is applicable.
Where no shares have been issued, the dissolution can be authorized by
the directors. In all other cases, a special resolution of two-thirds
vote of the shareholders is required. Note that where more than one
class of shares has been issued, the holders of each such class are
entitled to vote separately as a class, whether or not they are
otherwise entitled to vote.
If your articles are received by the Director complete and in proper
form (i.e. correctly completed), the Director will issue a Certificate
of Dissolution. A notice will be published on the Corporations Canada's website.
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Please see the back of Form 17 for complete instructions on how to
fill out the Articles of Dissolution.
Items 1 and 2, Name of
Corporation and Corporation Number.
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Write in the full legal name of the corporation and the corporation
number for items 1 and 2, respectively.
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Item 3, Is the Corporation
bankrupt or insolvent?
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Indicate "No" if the corporation is not bankrupt or
insolvent.
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Indicate "Yes" if the corporation is bankrupt, or is for
any reason unable to meet its obligations as they generally become
due, or has ceased paying current obligations in the ordinary
course of business as they generally become due, or if the
aggregate of the corporation's property is not, at a fair
valuation, sufficient, or, if disposed of at a fairly conducted
sale under legal process, would not be sufficient to enable payment
of all obligations, due and accruing due.
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Item 4, Has the corporation
provided for the payment or discharge of its obligations and
distributed its remaining property?
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Respond to this item only if the corporation has previously
filed a Statement of Intent to Dissolve (Form 19) and has already
received a Certificate of Intent to Dissolve.
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Item 5, If the Corporation is
applying for dissolution under section 210, indicate the subsection
under which the corporation is applying for dissolution.
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Respond to this item only if the corporation is
applying under section 210, as a corporation that has not issued
any shares (ss. 210(1)), or as a corporation that has no property
and no liabilities (ss.210(2)), or as a corporation that has
discharged its liabilities and distributed its property before it
sends articles of dissolution to the Director (ss. 210(3)).
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Item 6, Contact details for
person keeping documents and records.
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Indicate name, address and occupation of the person keeping the
documents and records of the corporation. Please note that a post
office box address alone is insufficient.
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A corporation may be designated to keep the documents and records.
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A person who has been granted custody of the documents and records
of a dissolved corporation remains liable to produce such documents
and records for six years following the date of its dissolution or
until the expiration of a shorter period ordered by a court.
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Item 7, Capacity of signing
person.
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Indicate either director or authorized officer of the corporation.
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The directors or any shareholder of a corporation may propose its
voluntary liquidation and dissolution. Such a proposal must be voted
on at a shareholders' meeting. Note that where more than one class
of shares has been issued, the holders of each such class are entitled
to vote separately as a class, whether or not they are otherwise
entitled to vote.
Prior to obtaining a Certificate of Dissolution, you must comply with
several steps, as described under section 211 of the CBCA
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The first step is to submit Form 19, Statement of Intent to
Dissolve, duly completed. No fee is applicable. If your document is
received by the Director complete and in proper form, the Director
will issue a Certificate of Intent to Dissolve, showing the date of
receipt of your articles as the effective date. A notice will be
published on the Corporations Canada's website.
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When the Certificate of Intent to Dissolve is issued, the
corporation must cease carrying on business except to the extent
necessary for the liquidation. Its corporate existence continues
until the Director issues a Certificate of Dissolution.
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The corporation must notify creditors of its intent to dissolve and
give notice in each province in Canada where the corporation was
carrying on business at the time it sent the Statement of Intent to
Dissolve to the Director.
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Once the corporation has complied with subsection 211(7) of the
CBCA relating to giving notice of its dissolution, collecting its
property and discharging its obligations, and if the Certificate of
Intent to Dissolve has not been revoked (see next paragraph), you
may prepare and submit Form 17, Articles of Dissolution, duly
completed. No fee is applicable.
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If your articles are received by the Director complete and in
proper form, the Director will issue a Certificate of Dissolution,
showing the date of receipt of your articles as the effective date
of dissolution. If you prefer, you may request a later dissolution
date instead. Public notice of the dissolution will be published on
the Corporations Canada's website.
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If at any time after the issuance of the Certificate of Intent to
Dissolve and before the issuance of a Certificate of Dissolution
you decide, for any reason, to revoke the Certificate of Intent to
Dissolve, you may do so by filing Form 19, Statement of Revocation
of Intent to Dissolve, duly completed, with the Director. The
prescribed filing fee is $50.00, payable to the Receiver General
for Canada. Please note that where more than one class of shares
has been issued, the holders of each such class are entitled to
vote separately as a class, whether or not they are otherwise
entitled to vote. A Certificate of Revocation of Intent to Dissolve
will be issued to the corporation, which will then be able to
continue operating in normal fashion. Notice of the withdrawal of
the dissolution application will be published on the Corporations Canada's website.
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Please see the back of Form 19 for complete instructions on how to fill out the Form.
- For items 1 and 2, respectively, write in the full legal name of the corporation and the corporation number.
- Indicate by checking the box in item 3 if the corporation intends to liquidate and dissolve.
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Indicate by checking the box in item 4 in
cases where a corporation that has already filed a Statement of
Intent to Dissolve (Form 19) and, prior to the issuance of a
Certificate of Dissolution, decides not to dissolve. In such cases,
a fee of $50 will apply as noted above.
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In item 5, indicate either director or
authorized officer of the corporation.
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If you wish to obtain more information on dissolution, consult the
Federal Incorporation section of Industry Canada's Strategis website. You may request the following documents and kits, under
"Information Kits and Administrative Forms" on Corporations Canada's website:
Amalgamation Kit
Amendment Kit
Continuance (Import) Kit
Continuance (Export) Kit
Exemptions Kit
Incorporation Kit
Name-granting Guidelines
You may also contact Corporations Canada at the following
address:
Client Services Unit
Corporations Canada
Industry Canada
9th Floor, Jean Edmonds Towers South
365 Laurier Avenue West
Ottawa, Ontario K1A 0C8
Tel.: 613-941-9042
Fax: 613-941-0601
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Corporations Canada
