Corporate Dissolution Services

Close Your Business Properly

Clean, compliant, and worry-free business closure

Choose Your Dissolution Package

We offer three service levels to match your business situation and complexity needs.

Simple Dissolution

$2,500 + HST

Perfect for:

All tax returns up-to-date
No assets to dispose of
Single shareholder
No complications
Federal OR Ontario only

Standard Dissolution

$3,500 + HST Most Popular

Perfect for:

1-2 years catch-up needed

Simple asset disposals

Shareholder loan to settle

Federal + Ontario Extra-Provincial

Typical complexity

Complex Dissolution

$5,000 + HST

Perfect for:

Multiple unfiled years

Significant assets

Multiple shareholders

CRA issues to resolve

Multi-entity structures

Simple Dissolution Package

$2,500 + HST

Ideal for straightforward closures with no complications

What's Included?

Tax Compliance

Final T2 Corporate Income Tax Return (current year only)
Final GST/HST Return (current year only)
All required tax schedules and forms
Electronic filing with CRA
Basic CRA correspondence

Legal Documentation

Articles of Dissolution preparation
Director resolution authorizing dissolution
Shareholder consent documentation
Basic minute book entries

Government Filings

Federal dissolution filing (Corporations Canada) OR
Provincial dissolution filing
Certificate of Dissolution obtained
Confirmation of corporate status change

Account Closures

Close CRA Business Number
Close GST/HST account
Final status confirmation letters

Deliverables

Complete dissolution package
Certificate of Dissolution
Copies of all filed returns
Record retention guidance

You Qualify for Simple Package If:

✓ All tax returns filed through previous fiscal year
✓ No assets remaining in corporation (or only nominal bank balance)
✓ No liabilities/debts to settle
✓ Single shareholder (or harmonious multiple shareholders)
✓ No shareholder loans (or already settled)
✓ No CRA audits, disputes, or reassessments
✓ Corporation has been inactive/minimal activity
✓ Federal OR Provincial corporation (not both)

Timeline

6-8 weeks

Standard Dissolution Package

$3,500 + HST

MOST POPULAR - 70% of our clients choose this package

Comprehensive dissolution for typical small business closures

What's Included?

Tax Compliance

Final T2 Corporate Income Tax Return
Up to 2 prior years catch-up T2 returns (if needed)
Final GST/HST Return
Up to 2 prior years catch-up GST/HST (if needed)
All required schedules and forms
Loss carryforward analysis and application
Capital cost allowance (CCA) finalization
Electronic filing with CRA
Full CRA correspondence handling

Asset & Liability Management

Simple asset disposal calculations (1-3 assets)
Capital gains/loss calculations
Shareholder loan settlement planning (1 loan account)
Tax-efficient distribution strategies
Deemed disposition calculations

Legal Documentation

Articles of Dissolution preparation
Comprehensive director resolutions
Shareholder consent and approval
Asset distribution agreements
Final minute book entries
Corporate seal cancellation

Government Filings

Federal dissolution filing (Corporations Canada) AND
Extra-Provincial License cancellation (if applicable)
Certificate of Dissolution obtained
Complete government confirmation

Account Closures

Close all CRA Business Number accounts
Close GST/HST account
Clearance certificate application (if required)
All CRA correspondence and follow-up
Resolution of minor CRA inquiries

Deliverables

Complete dissolution package
Certificate of Dissolution
All filed tax returns (current + catch-up)
CRA account closure confirmations
Clearance certificate (if obtained)
7-year record retention guide
Digital archive of all documents

You Qualify for Simple Package If:

✓ Tax returns may be 1-2 years behind
✓ Simple assets to dispose (equipment, bank accounts, small investments)
✓ Shareholder loan exists (one shareholder)
✓ Minor liabilities to settle or assume
✓ Federal corporation with Extra-Provincial registration
✓ No active CRA audits (minor inquiries OK)
✓ Standard small business complexity

Timeline

8-12 weeks

Complex Dissolution Package

Starting at $5,000 + HST

For businesses with significant complications

Full-service dissolution for challenging situations

What's Included?

Extensive Tax Compliance

Final T2 Corporate Income Tax Return
Unlimited catch-up T2 returns (3+ years)
Final GST/HST Return
Unlimited catch-up GST/HST returns
Complex loss carryforward strategies
Tax optimization planning
All schedules, forms, and elections
Comprehensive CRA correspondence
CRA audit support (if active)

Complex Asset & Liability Management

Multiple asset disposal calculations (4+ assets)
Real property disposals and calculations
Intangible asset valuations
Investment portfolio liquidation
Complex capital gains analysis
Multiple shareholder loans (multiple shareholders)
Inter-company transaction reconciliation
Debt settlement negotiations
Creditor communication assistance

Multi-Party Coordination

Multiple shareholder coordination
Shareholder agreement compliance
Distribution negotiations and planning
Family business succession issues
Partner buyout calculations

Legal Documentation

Comprehensive Articles of Dissolution
Complex director/shareholder resolutions
Multi-party asset distribution agreements
Settlement and release documents
Complete minute book finalization
Detailed audit trail documentation

Multi-Entity Management

Multiple related corporation coordination
Holding company considerations
Subsidiary wind-up planning
Inter-company account settlement
Consolidated tax planning

Government Filings

Federal dissolution
Multiple provincial cancellations (if applicable)
Ontario Extra-Provincial cancellation
All regulatory compliance
Certificate of Dissolution

CRA Issue Resolution

Active audit representation
Reassessment responses
Notice of objection preparation
Payment arrangement negotiations
Complex clearance certificate applications
Extensive CRA correspondence management

Professional Consultation

Strategic planning sessions
Tax minimization strategies
Asset distribution optimization
Timeline and project management
Regular progress updates

Deliverables

Comprehensive dissolution package
Complete corporate history file
All tax returns and filings
Asset disposal documentation
Shareholder distribution records
CRA clearance certificate
Professional completion report

You Qualify for Simple Package If:

✓ 3+ years of unfiled tax returns
✓ Significant assets to dispose (real estate, investments, IP)
✓ Multiple shareholders with different interests
✓ Active CRA audit or reassessment
✓ Outstanding tax debt to negotiate
✓ Multiple related corporations to coordinate
✓ Shareholder disputes or disagreements
✓ Complex inter-company transactions
✓ Holding company structure
✓ Foreign affiliates or assets
✓ Professional practice with specific regulatory issues

Timeline

12-24 weeks (depends on complexity)

Dissolution Process

Step 1

Free Consultation (15-30 minutes)

What happens:

Review your corporate situation
Identify any issues or complications
Recommend appropriate package
Answer your questions
Discuss timeline

Step 2

Engagement & Payment (1-2 days)

What happens:

We send engagement letter
You review and sign
Payment processed (full or deposit)
We send detailed checklist

What you need:

Sign engagement letter
Payment (options: full, 50% deposit, or payment plan)

Step 3

Information Gathering (1-2 weeks)

What happens:

We send comprehensive document checklist
You gather and upload documents
We review for completeness
Follow-up on any missing items

What you provide: 📄 Corporate documents (Articles, minute book, etc.) 📄 Recent tax returns (if available) 📄 Current year financial information 📄 Bank statements 📄 Asset/liability list 📄 Shareholder loan details

We make it easy:

Secure online portal for document upload
Clear checklist of what's needed
Guidance on finding documents
Help prioritizing what's critical

Step 4

Tax Return Preparation (2-4 weeks)

What happens:

We prepare all required tax returns
Final T2 Corporate Income Tax Return
Final GST/HST Return
Any catch-up returns (Standard/Complex packages)
Loss calculations and optimizations
Asset disposal calculations

Step 5

CRA Filing & Processing (2-6 weeks)

What happens:

We file all returns electronically
Monitor CRA processing
Handle any CRA questions or requests
Apply for clearance certificate (if needed)
Wait for CRA confirmation

Step 6

Account Closures (1-2 weeks)

What happens:

Close CRA Business Number
Close GST/HST account
Cancel any other CRA registrations
Obtain written confirmations

Step 7

Legal Dissolution Filing (1-2 weeks)

What happens:

Prepare Articles of Dissolution
Draft all required resolutions
Obtain director/shareholder approvals
File with government registry
Pay government filing fees
Receive Certificate of Dissolution

Step 8

Final Delivery (1 week)

What happens:

Compile complete dissolution package
Provide Certificate of Dissolution
All filed tax returns
CRA confirmation letters
Clearance certificate (if obtained)
Record retention guidance
Digital and/or physical delivery

Frequently Asked Questions

How long does dissolution take?

Depends on package and complexity:

Simple: 6-8 weeks
Standard: 8-12 weeks
Complex: 12-24 weeks

Timeline depends on how quickly you provide information, CRA processing times (beyond our control), and any complications that arise.

Can I dissolve if I have unfiled tax returns?

Not immediately. All tax returns must be filed and processed before dissolution is complete. This is why:

Simple package requires returns to be current
Standard package includes up to 2 years catch-up
Complex package includes unlimited catch-up

We handle the catch-up filing as part of the package.

What if I owe CRA money?

You can still dissolve, but:

Outstanding amounts must be paid (or payment plan arranged)
CRA won't issue clearance certificate until paid
We can help negotiate payment arrangements
Dissolution can proceed once resolved

Do I really need a clearance certificate?

It depends:

Required if:

Distributing property/assets to shareholders
Corporation has assets beyond nominal bank balance
Want absolute protection from future CRA claims

Not always required if:

No assets to distribute
All shareholder loans forgiven
Simple voluntary dissolution

Standard and Complex packages include clearance certificate application (Simple package: not included, available as add-on for $500)

Can I do this myself?

Technically yes, but:

DIY challenges:

Must understand tax law (deemed dispositions, loss rules, shareholder benefits)
Must calculate capital gains/losses correctly
Must know proper CRA procedures
Must prepare accurate final tax returns
Risk of errors leading to future CRA reassessments
No guidance on tax optimization

DIY may save upfront cost but cost you thousands in:

Missed tax optimization opportunities
CRA penalties for errors
Future problems from improper closure
Wasted time and stress

Most business owners find professional service worth the investment for peace of mind.

What's the difference between your service and a lawyer?

Great question!

Lawyers typically:

Charge $3,000-$8,000 for dissolution
Focus on legal documentation only
Don't prepare tax returns (you hire accountant separately)
Overkill for straightforward dissolutions
Necessary for: litigation, disputes, complex legal issues

We provide:

Complete service: tax + legal documentation
Lower cost ($2,500-$5,000 vs $3,000-$8,000)
Tax expertise (we're accountants)
One-stop shop
Appropriate for 90% of small business dissolutions

You might need a lawyer if:

Shareholder disputes requiring legal intervention
Ongoing litigation
Complex contractual issues
We'll let you know if lawyer needed

Can I keep my business name after dissolution?

No. Once dissolved:

Corporate name becomes available for others after waiting period (6 months-2 years)
Name is not protected
If you want to protect the name, keep corporation active or trademark it

What happens to my corporation's losses?

Losses expire upon dissolution:

Non-capital losses cannot be transferred to shareholders
Capital losses expire
Strategic timing may preserve some benefits
We optimize what we can in final return

What about my shareholder loan?

Several options:

If corporation owes you:

Repay from corporate cash (if available)
Forgive loan (no tax consequence to you usually)
Declare as dividend (may be tax-efficient)

If you owe corporation:

Repay loan before dissolution
Deemed dividend (tax consequences)
Must be addressed before dissolution

We'll calculate the most tax-efficient strategy for your situation.

What if my corporation has assets?

Must be dealt with before dissolution:

Options:

Sell to third party (triggers capital gain/loss)
Distribute to shareholders (deemed disposition)
Transfer to another corporation (rollover rules)

We calculate tax consequences and recommend best approach.

When is the best time to dissolve?

Strategic considerations:

Year-end (December 31) is often optimal:

Aligns with normal tax year
Simpler calculations
Cleaner accounting

But can dissolve anytime:

Creates short tax year
May affect loss utilization
We'll advise on timing implications

What about personal taxes?

Dissolution may affect personal taxes:

Shareholder loan settlements
Deemed dividends
Capital gains/losses
We'll advise on personal tax implications

Note: Our service includes corporate dissolution only. Personal tax returns billed separately if needed.

Government Resources

Official Links:

🔗 Corporations Canada - Federal Dissolution

🔗 Ontario Business Registry

🔗 Canada Revenue Agency - Business Account

🔗 CRA Clearance Certificate Information