In Ontario, the voluntary dissolution of a corporation is governed by the Business Corporations Act* and is quite a demanding administrative process.

For a corporation that has never commenced business and has not issued any shares, the dissolution would be filed by all its incorporators  along with the written consent of the Minister of Finance. The incorporators would need to fill out the prescribed form and setting out:

• the name of the corporation and
• the date of incorporation and

confirming these facts

• the corporation has not commenced business
• none of its shares have been issued
• the dissolution has been duly authorized
• the corporation has no debts, obligations or liabilities
• after satisfying the interests of creditors, it has no property to distribute or the corporation has distributed its remaining properties
• there is no proceeding pending in any court against the corporation

For a private corporation that has commenced business or issued shares, the dissolution requires the consent of all shareholders or a special resolution passed at a shareholders’ meeting called for the purpose, along with the written consent of the Minister of Finance.

After the dissolution has been duly authorized, a director or an officer is required to state he name of the corporation and the date of incorporation in the prescribed form and file and confirm these facts:

and the fact that

• the dissolution has been duly authorized
• the corporation has no debts, obligations or liabilities
• after satisfying the interests of creditors, it has no property to distribute or that the corporation has distributed its remaining properties
• there are no proceeding pending in any court against the corporation

A lawyer can prepare the documents on the behalf of signing director or the officer, but cannot sign the forms.

*R.S.O. 1990, c. B.16

Note: Please keep in mind that this article is provided for information and educational purposes. It does not constitute legal advice and should not be regarded as such. The law may have changed since the publication of the article.