How to Dissolve a Corporation in Canada

Closing your corporation? Order a voluntary dissolution → — resolutions, articles and the registry filing handled for $399 + GST.

To dissolve a corporation in Canada, you pass a shareholders' resolution authorizing dissolution, pay off debts and distribute what's left, file your final tax returns, then file Articles of Dissolution with the jurisdiction you incorporated in. The government filing is free for federal (CBCA) corporations, $25 in Ontario, $21.50 in BC, and a small registry-agent fee in Alberta — the paperwork around it is where corporations get tripped up.

This guide covers the voluntary route (you choose to close), what happens when a corporation is dissolved for you (struck for missed filings), and how revival works if you need to undo either one.

What does it mean to dissolve a corporation?

Dissolution is the legal end of the corporation: it stops existing as a legal entity, can no longer own property or sign contracts, and its name eventually becomes available to others. There are two ways to get there:

• Voluntary dissolution — the shareholders decide to close the corporation and file Articles of Dissolution. This is the clean, planned route.
• Involuntary dissolution — the registry strikes the corporation for non-compliance, most commonly for missed annual returns. Federally, Corporations Canada can dissolve a CBCA corporation that is a year or more behind on annual returns; provinces run similar programs.

The distinction matters because an involuntary dissolution happens on the registry's timetable, not yours — often while the corporation still has a bank account, contracts, or property. Assets of a dissolved corporation can ultimately vest in the Crown. If you're done with the corporation, dissolving it deliberately is safer and cheaper than letting it get struck.

How do you voluntarily dissolve a corporation?

The sequence is broadly the same in every Canadian jurisdiction:

1. Pass the resolution. Shareholders authorize the dissolution — a special resolution federally and in most provinces. If the corporation never issued shares or never commenced business, the directors can typically authorize it instead. Keep the signed resolution in the minute book.
2. Stop business and wind up. Pay or provide for every debt and liability, then distribute the remaining property to shareholders according to their share rights. A corporation with significant assets to sell off gradually can first file a notice or certificate of intent to dissolve (Form 19 federally, REG3070 in Alberta), liquidate, then complete the dissolution.
3. File final tax returns and close CRA accounts. File a final T2 corporate return up to the dissolution date, and ask the CRA to close the corporation's program accounts (GST/HST, payroll). Ontario goes one step further: the Ministry of Finance must consent — a tax-compliance check triggered as part of the filing — before the certificate of dissolution is issued.
4. File Articles of Dissolution. Federally that's done free through Corporations Canada's Online Filing Centre, usually processed in a day. Ontario files form 5268 through the Ontario Business Registry ($25). BC files a voluntary dissolution application through BC Registries ($21.50, backed by a director's affidavit confirming no assets and no unpaid liabilities). Alberta files Articles of Dissolution (form REG3038) through an authorized registry agent — there's no government portal for it.

Once the certificate of dissolution is issued, the corporation is gone. Keep the minute book and records for six years after dissolution — the CRA can still ask for them.

How much does it cost to dissolve a corporation in Canada?

The government filing itself is the cheap part:

Jurisdiction	Filing	Government fee
Federal (CBCA)	Articles of Dissolution, online	$0
Ontario	Articles of Dissolution (form 5268), Ontario Business Registry	$25
British Columbia	Voluntary dissolution application, BC Registries	$21.50
Alberta	Articles of Dissolution (REG3038), via registry agent	Registry-agent channel — typically around $95 all-in, varies by agent

Fees verified September 2026 on Corporations Canada, Ontario's form 5268 instructions, BC Registries' filing guide and Alberta.ca; Alberta's agent pricing is a typical market figure, not a set government rate.

The real cost is usually the wind-up around the filing: final accounting and the T2, drafting the resolutions and articles correctly, and — where owners skip steps — the cost of fixing a rejected filing or reviving a corporation that got struck mid-process. CRS prepares the resolution, the articles and the registry filing as one package for $399 + GST, with a 1 business day turnaround on the paperwork.

What happens to the corporation's assets and debts?

You cannot dissolve your way out of obligations. Before the articles are filed, the corporation must have discharged its liabilities or made adequate provision for them, and distributed the rest to shareholders. Practical points that catch people:

• Debts survive sloppy dissolutions. Creditors of an improperly dissolved corporation can pursue the people who received its property, and can apply to revive the corporation to sue it.
• Forgotten assets go to the Crown. Property still owned at dissolution — a bank balance, a vehicle, land — can vest in the government. Recovering it means reviving the corporation, and Ontario only returns forfeited property if the revival happens within 3 years of dissolution.
• Ontario adds two conditions: the corporation can't be party to an active lawsuit and can't hold Ontario land at the dissolution date.
• Lawsuits don't vanish. Most statutes let proceedings continue against a dissolved corporation for a period after dissolution (two years under Ontario's OBCA, for example — check your jurisdiction's rule before assuming you're clear).

If the corporation has meaningful assets or debts, liquidate first — deliberately — rather than filing dissolution and hoping.

What if your corporation was dissolved involuntarily?

Registries strike corporations that stop filing annual returns. Alberta's Corporate Registry, for example, issues a notice and then dissolves corporations that miss consecutive annual returns — if you've received one, our guide to the Alberta intent to dissolve notice covers exactly what it means and how long you have to respond. Federally, Corporations Canada can dissolve a CBCA corporation one year after an annual return goes unfiled.

An involuntary dissolution has the same legal effect as a voluntary one — the corporation ceases to exist — but none of the planning: bank accounts freeze, contracts are thrown into doubt, and assets are exposed. If the corporation is still active, the fix is to bring the filings up to date fast; file the outstanding annual return before the registry acts. If it has already been struck, you're into revival territory.

Can you revive a dissolved corporation?

Yes, in most cases. Revival restores the corporation as if it had never been dissolved — same name, same property rights, same liabilities:

• Federal (CBCA): any "interested person" (director, shareholder, creditor and others) files Form 15, Articles of Revival, with a $250 government fee. A NUANS name search is required if the corporation has been dissolved for two years or more.
• Alberta: revival is available for up to 10 years after dissolution, filed through a registry agent along with any outstanding annual returns.
• Other provinces have their own revival applications, generally requiring back filings and fees to be brought current.

Revival is routinely used to recover assets stuck in a dissolved corporation, to defend or bring a lawsuit, or simply because the business wasn't actually done. CRS handles corporate revivals end to end for $599 + GST, including the outstanding-return cleanup that registries require before they'll revive.

Frequently asked questions

Do I need to file anything with the CRA before dissolving?

Yes. File a final T2 corporate income tax return covering the period up to dissolution, and ask the CRA to close the corporation's program accounts (GST/HST, payroll). In Ontario the Ministry of Finance's consent is a built-in condition of dissolution, so unresolved provincial tax issues will hold up your certificate.

How long does it take to dissolve a corporation?

The registry filing itself is fast — same-day to a few business days federally, in Ontario and in BC once submitted. The realistic timeline is set by the wind-up: settling debts, distributing assets and final tax filings typically take a few weeks to a few months for an operating corporation. A corporation that never traded can usually be dissolved within days.

Can I just stop filing annual returns and let the corporation be struck?

You can, but it's the worst version of dissolution: the timing is out of your hands, any remaining assets can vest in the government, and the corporation's record shows it was struck for non-compliance. Filing Articles of Dissolution costs between $0 and about $95 in government and agent fees — there's no meaningful saving in letting it lapse.

Can a dissolved corporation be sued?

Generally yes, for a period after dissolution — Ontario's OBCA, for instance, allows civil proceedings against a dissolved corporation for two years. Creditors can also apply to revive a corporation in order to pursue it. Dissolution ends the corporation, not necessarily its exposure.

What's the difference between dissolution and bankruptcy?

Dissolution is the voluntary, solvent way to end a corporation — debts must be paid or provided for first. A corporation that can't pay its debts can't simply dissolve; insolvency is handled under the Bankruptcy and Insolvency Act through a licensed insolvency trustee, and dissolution only follows once that process concludes.

Ready to close your corporation properly?

CRS prepares the shareholder resolution, Articles of Dissolution and registry filing for corporations in Alberta and across Canada — and handles revivals when a corporation needs to come back.

Turnaround: 1 business day for document preparation. Price: $399 + GST for a voluntary dissolution · $599 + GST for a revival.

Start your dissolution → · Questions first? Contact us.