# How Do I Dissolve a Business Partnership or Corporation in Ontario?

> In Ontario, a partnership can end by notice, agreement, a partner's death or insolvency, or court order under the Partnerships Act, with each partner's authority continuing only to wind up affairs already begun. A corporation is dissolved by filing Articles of Dissolution (Form 10 or Form 11) under the Business Corporations Act, after satisfying creditors, for a $25 Ontario Business Registry fee.

Published 2026-08-04 · Last reviewed 2026-07-30 · [Canonical page](https://canadalegalcenter.ca/articles/how-do-i-dissolve-a-business-partnership-or-corporate-relationship-in-ontario/)

Legal information, not legal advice.

## Before you start: which track applies?

"Dissolving a business" in Ontario means two different legal processes depending on structure. A **partnership** (two or more people carrying on business together without incorporating) ends under the Partnerships Act, RSO 1990, c P.5, and can often be wound up without any government filing beyond cancelling a registered business name. A **corporation** ends under the Business Corporations Act, RSO 1990, c B.16, and requires filing Articles of Dissolution with the Ontario Business Registry. The two tracks are covered separately below.

## Steps to dissolve an Ontario partnership

1. **Identify which dissolution event applies.** A partnership with no fixed term ends when one partner gives notice of intention to dissolve; it takes effect from the date stated in the notice or from when it is communicated (Partnerships Act, s 32(c)). If the partners agreed to a fixed term or a specific purpose, dissolution instead follows whatever the partnership agreement or Act otherwise provides.

2. **Check for automatic dissolution triggers.** Unless the partners have agreed otherwise, the partnership is automatically dissolved as against all partners on the death or insolvency of any one partner (s 33(1)). It is also automatically dissolved if a supervening event makes it unlawful for the firm's business to continue (s 34).

3. **Consider the "charged share" ground.** If one partner's share of partnership property is charged under the Act for that partner's own separate debt, the other partners have the option to dissolve the partnership (s 33(2)).

4. **Apply to court if there is no clean statutory trigger.** Where partners disagree and no automatic ground applies, a court can order dissolution on specific grounds (such as a partner's incapacity or misconduct) or on the general "just and equitable" ground, meaning the court finds the circumstances make continued partnership unfair (s 35(f)).

5. **Wind up the partnership's affairs.** After dissolution, each partner's authority to bind the firm continues, but only so far as necessary to wind up affairs and complete transactions already begun, not to start new business (s 38).

6. **Cancel the registered business name.** If the partnership operated under a registered business name, that registration should be cancelled once the business stops operating; there is no government filing fee to cancel it (Business Names Act, RSO 1990, c B.17). Note that changing all the partners in a registered partnership is treated as a new registration, not a mere amendment.

## Steps to dissolve an Ontario corporation

1. **Confirm which dissolution route fits.** A corporation that has issued shares or commenced business can be voluntarily dissolved if authorized by a special resolution of shareholders or by the written consent of all voting shareholders (Business Corporations Act, s 237(a)-(b)). A shell corporation that has never issued shares and never commenced business can be dissolved more simply, using Form 11, if all incorporators (or their personal representatives) authorize it (s 237(c)).

2. **Satisfy creditors and distribute remaining property.** A corporation cannot dissolve until it has met the Act's requirements for satisfying creditors' interests and distributing any remaining property (ss 237-239).

3. **File Articles of Dissolution.** For the standard route, Form 10 Articles of Dissolution must be signed by a director or officer of the corporation; an executor, lawyer, or accountant is not permitted to sign it (s 273). Filing is done online through the Ontario Business Registry, with a $25 government fee.

4. **Understand what survives dissolution.** Any civil, criminal, or administrative proceeding started by or against the corporation before dissolution can continue as if the corporation had not been dissolved (s 242(1)(a)). Any interests in real property held by the corporation automatically become the property of the Crown in right of Ontario on dissolution, which can complicate winding-up if the business owns real estate.

5. **Know that dissolution can also happen involuntarily.** The government Director appointed under the Business Corporations Act can dissolve (cancel) a corporation for reasons set out in sections 240 and 241, such as failing to file required returns.

6. **Consider revival if dissolution was a mistake or the business needs to be reactivated.** A corporation dissolved under section 241 can be revived on application by an interested person, such as an officer, director, shareholder, creditor, or a shareholder's estate trustee, within 20 years of the dissolution date. On revival, the corporation is deemed for all purposes to have never been dissolved, subject to any rights others acquired during the dissolution period (s 241(4), (9)).

## What this doesn't cover

This article addresses dissolving the entity itself under the Partnerships Act and Business Corporations Act. It does not cover removing one partner while the business continues under the remaining partners, the tax treatment of a dissolution, or winding-up proceedings under Part XVIII of the Business Corporations Act for more complex, contested liquidations. Limited partnerships registered under the separate Limited Partnerships Act, RSO 1990, c L.16, follow related but distinct rules not detailed here.

## Frequently asked questions

**Can one partner dissolve an Ontario partnership without the others' agreement?**

In Ontario, if the partnership was formed for an undefined term, one partner can dissolve it simply by giving notice of intention to the others. Dissolution takes effect on the date named in the notice, or from when the notice is communicated if no date is given (Partnerships Act, RSO 1990, c P.5, s 32(c)).

**What happens to contracts and obligations after an Ontario partnership dissolves?**

In Ontario, each partner's authority to bind the firm continues after dissolution, but only so far as needed to wind up the partnership's affairs and finish transactions already started; it does not extend to new business (Partnerships Act, RSO 1990, c P.5, s 38).

**Does dissolving an Ontario corporation require court approval?**

No, in Ontario a corporation that has issued shares or started business can dissolve voluntarily with a special resolution of shareholders or unanimous written shareholder consent, filed as Form 10 Articles of Dissolution. A shell corporation that never issued shares or started business can use the simpler Form 11 if all incorporators authorize it.

**Can a dissolved Ontario corporation be brought back?**

Yes. In Ontario, a corporation dissolved under section 241 of the Business Corporations Act can be revived on application by an interested person (an officer, director, shareholder, creditor, or a shareholder's estate trustee) within 20 years of the dissolution date, and once revived it is deemed for all purposes to have never been dissolved.


## Sources

1. [Partnerships Act (dissolution by notice, death, insolvency, charged share)](https://www.canlii.org/en/on/laws/stat/rso-1990-c-p5/latest/), RSO 1990, c P.5, ss 32(c), 33(1)-(2), 38 (retrieved 2026-07-17)
2. [Partnerships Act (dissolution by illegality, court order)](https://www.canlii.org/en/on/laws/stat/rso-1990-c-p5/latest/rso-1990-c-p5.html), RSO 1990, c P.5, ss 34, 35(f) (retrieved 2026-07-17)
3. [Ontario Ministry of Public and Business Service Delivery, 'Voluntary corporate dissolution'](https://www.ontario.ca/page/voluntary-corporate-dissolution), Business Corporations Act, RSO 1990, c B.16, ss 237, 239, 242(1)(a), 273 (retrieved 2026-07-17)
4. [Ontario Ministry of Public and Business Service Delivery, 'Involuntary corporate dissolution'](https://www.ontario.ca/page/involuntary-corporate-dissolution), Business Corporations Act, RSO 1990, c B.16, ss 240, 241 (retrieved 2026-07-17)
5. [Ontario Ministry of Public and Business Service Delivery, 'Dissolved corporations'](https://www.ontario.ca/page/dissolved-corporations), Business Corporations Act, RSO 1990, c B.16, s 244; Forfeited Corporate Property Act, 2015, SO 2015, c 38, Sch 4 (retrieved 2026-07-17)
6. [Government of Canada / FedDev Ontario, 'Closing or selling your business'](https://sbs-spe.feddevontario.canada.ca/en/closing-or-selling-your-business), Ontario Business Registry filing fee guidance (retrieved 2026-07-17)
7. [Ontario Ministry of Public and Business Service Delivery, 'Registering your business name'](https://www.ontario.ca/page/registering-your-business-name), Business Names Act, RSO 1990, c B.17 (retrieved 2026-07-17)