Voluntary Dissolution
A business corporation in Ontario can be dissolved either voluntarily or involuntarily. As the name suggests, a voluntary dissolution is one whereby you decide to dissolve the corporation yourself.
There are two ways to dissolve your corporation voluntarily, depending on whether your corporation has started carrying on business or issued shares.
Form 10
If your corporation has carried on business and issued shares, the corporation must complete and file Form 10 – Articles of Dissolution (Link may be found here: http://www.forms.ssb.gov.on.ca/mbs/ssb/forms/ssbforms.nsf/FormDetail?openform&ENV=WWE&NO=007-07122).
Prior to filing the above-noted Form 10, the shareholders of the corporation must authorize the dissolution. This authorization must be made by special resolution passed at a meeting of the shareholders in accordance with Section 237(a) of the Business Corporations Act (Ontario) (the “Act”) or with the consent in writing of all the shareholders entitled to vote at such meeting, pursuant to Section 237(b) of the Act.
Form 10, however, only requires the signature of a Director or an Officer of the corporation and must be submitted in duplicate, bearing original signatures on both copies.
Form 11
Provided your corporation has not carried on business or issued shares, the corporation may file Form 11 – Articles of Dissolution (Link may be found here: http://www.forms.ssb.gov.on.ca/mbs/ssb/forms/ssbforms.nsf/FormDetail?openform&ENV=WWE&NO=007-07123).
If you are filing Form 11, pursuant to Section 237(c) of the Act, all of the incorporators or their personal representatives must authorize the dissolution. This means that all of the incorporators or their personal representatives must sign Form 11. Similar to filing Form 10, Form 11 must be submitted in duplicate, bearing original signatures on both copies.
Debts, Obligations and Liabilities and Remaining Property
Prior to filing Form 10 or Form 11, depending on your circumstance, you must determine whether your corporation has debts, obligations or liabilities. If so, the corporation must provide for its debts, obligations or liabilities or obtain the consent to its dissolution from its creditors or other persons having interests in its debts, obligations or liabilities.
Moreover, you must also determine whether your corporation has property to distribute among its shareholders. If so, the corporation must either: (i) distribute the remaining property among its shareholders according to their rights and interests in the corporation or in accordance with Subsection 238(4) of the Act (only applicable if your corporation has issued shares); or (ii) distribute the remaining property to the persons entitled thereto.
Supporting Documentation
In addition to completing and filing Form 10 or Form 11, you must also provide the Ministry of Government Services with a letter of consent from the Minister of Finance. This consent letter must be submitted with either Form 10 or Form 11 within sixty (60) days after the Minister of Finance provides its consent. To obtain consent, contact the Ministry of Finance as follows:
Ministry of Finance
Account Management and Collections Branch
33 King Street West
PO Box 622
Oshawa, Ontario, L1H 8H5
Fax: 905-433-5418
Email: taxroll.management@ontario.ca
With the Articles of Dissolution, you must also enclose a covering letter that sets out your name or the name of the contact person of the corporation, a return address and a telephone number, along with a filing fee in the amount of $25.00.
