Canada Legal Center
§ Dissolution§ Federal corporations§ Ontario§ Alberta§ Cra clearance certificate

How Do You Dissolve a Corporation Federally, in Ontario, or in Alberta?

5 min read
The short answer The process depends on where the corporation was incorporated: federally under the Canada Business Corporations Act, in Ontario under its Business Corporations Act, or in Alberta under its Business Corporations Act. All three require debts settled or a liquidator appointed, shareholder approval, and a registry filing, plus a federal CRA tax clearance certificate before distributing remaining assets to avoid personal director liability.

How dissolution compares across jurisdictions

Which rules apply turns on where the corporation was incorporated, not on where it does business. A corporation incorporated federally follows the Canada Business Corporations Act (CBCA); one incorporated in Ontario follows the Ontario Business Corporations Act (OBCA); one incorporated in Alberta follows the Alberta Business Corporations Act (ABCA).

Federal (CBCA)Ontario (OBCA)Alberta (ABCA)
Simple case (no debts, no assets)Directors’ resolution if no shares were ever issued; special resolution of shareholders if the corporation has no property or liabilitiesShareholders authorize the filing of Articles of DissolutionShareholders or directors vote to dissolve once the corporation has stopped business and has no debts
If debts or property remainProperty must be distributed and liabilities discharged before filing, or a Statement of Intent to Dissolve (Form 19) is filed first and liquidation followsCreditor claims must be satisfied and remaining property distributed before dissolution can occurShareholders must appoint a liquidator to settle debts before dissolution proceeds
How you fileArticles of Dissolution filed online with Corporations Canada; Form 19 for intent to dissolveArticles of Dissolution filed online through the Ontario Business RegistryCertificate of dissolution issued through the Corporate Registry (via a registry agent)
Government feeNot confirmed for business corporations in this research$25No set government fee; a registry agent service fee applies
Extra approval stepNone identified in this researchMinister of Finance consent is required; the Business Registry forwards the request automaticallyNone identified in this research
Certificate issued byDirector of Corporations Canada, on receipt of articlesNot confirmed which office issues the certificate in this researchRegistrar of Corporations
Revival windowPossible after dissolution; no fixed time limit identified in this researchNot confirmed in this researchCourt application within 10 years of the dissolution date
Undistributed propertyNot addressed in the Ontario- or federal-specific facts reviewed hereBecomes “forfeited corporate property” belonging to Ontario; relief from forfeiture can be sought from the Ministry of Government and Consumer ServicesTransfers to the Province of Alberta; reclaimable only within a limited period under the Unclaimed Personal Property and Vested Property Act

Which jurisdiction’s rules apply to you

Check your Certificate of Incorporation or a corporate profile report to confirm whether the corporation is a CBCA, OBCA, or ABCA entity. This is not a choice you make at closing time; it was set when the corporation was formed and cannot be switched without a formal continuance into another jurisdiction beforehand. If you incorporated federally but only ever operated in Ontario or Alberta, you still dissolve through Corporations Canada federally, and you separately need to close any extra-provincial registration in the province where you operated.

Once you know which Act governs, the step-by-step filing process (which forms, which portal, which fee) is jurisdiction-specific: the detailed federal process, the detailed Ontario process, and the detailed Alberta process each deserve their own walkthrough rather than being merged here.

Settling debts and property before you file

All three jurisdictions share the same underlying logic even though the mechanics differ: a corporation cannot simply walk away from debts by filing paperwork.

  • Federally, a corporation with property or liabilities must either distribute that property and discharge those liabilities before sending articles of dissolution to the Director, or start the process with a Statement of Intent to Dissolve and complete liquidation afterward. A bankrupt corporation cannot be dissolved under the CBCA at all, since bankruptcy does not end its existence.
  • In Ontario, the Business Corporations Act requires that creditor interests be satisfied and remaining property distributed before the Articles of Dissolution are filed, and shareholders must authorize that filing.
  • In Alberta, if any liabilities remain, shareholders must appoint a liquidator to deal with the corporation’s assets and settle those debts before dissolution can proceed.

The federal tax step every dissolution needs

Regardless of which Act governs the corporation, the Canada Revenue Agency’s clearance certificate requirement applies nationwide because it comes from the federal Income Tax Act. Before distributing what remains of the corporation’s property, the corporation should obtain a clearance certificate. To get one, CRA asks for a copy of the director’s or shareholder’s resolution confirming the intention to dissolve and the date of dissolution, along with the notice of assessment for the final T2 return.

Skipping this step carries a direct financial risk: a legal representative who distributes assets without a clearance certificate can be personally liable for any unpaid tax, up to the value of what was distributed. After dissolution is complete, the corporation (or its former directors) should also consult CRA’s Form RC145 to close the Business Number program accounts and send CRA a copy of the articles of dissolution; without that, CRA continues to treat the corporation as active.

What happens if a step is missed

Each jurisdiction also has a route to dissolve a corporation that isn’t cooperating with its own wind-down, and a route to undo dissolution that happened by default:

  • Federally, filing an annual return with Corporations Canada is necessary to avoid administrative dissolution. A court may also dissolve a CBCA corporation on application if it has failed for two or more consecutive years to hold required annual shareholder meetings, has contravened specific sections of the Act, or procured a certificate by misrepresentation.
  • In Alberta, failing to file an annual return can result in the Registrar dissolving the corporation involuntarily, and the Registrar may also apply to the Court for a dissolution order in other default situations, such as failing to maintain an agent for service. Alberta’s Corporate Registry must retain a dissolved corporation’s records for at least 6 years after the certificate of dissolution.
  • Ontario’s facts reviewed here cover voluntary dissolution; the involuntary process was not verified in this research pass.

If dissolution happens before everything is properly wound up, both the federal and Alberta processes allow an application to revive the corporation, subject to the time limits described in the comparison table above.

Frequently asked questions

Do I need a CRA clearance certificate to dissolve a corporation?

This is a federal rule that applies no matter where the corporation is incorporated. Before distributing what is left of a corporation's property, you should get a CRA clearance certificate; a legal representative who distributes assets without one can be personally liable for unpaid tax up to the value distributed.

Can I dissolve a corporation that still owes money?

In Ontario, a corporation cannot dissolve until creditor claims are satisfied and remaining property is distributed under the Business Corporations Act. Federally, a corporation with property or liabilities must distribute the property and discharge the liabilities before filing articles of dissolution, or file a Statement of Intent to Dissolve first. In Alberta, shareholders must appoint a liquidator to settle debts before dissolution can proceed.

Can a dissolved corporation be revived later?

Federally, reviving a corporation is possible even after a certificate of dissolution has been issued, though the certificate of intent to dissolve itself cannot be revoked at that point. In Alberta, an interested person may apply to the Court within 10 years of the dissolution date for an order reviving the corporation.

What happens to property the corporation didn't deal with before dissolving?

In Ontario, any interest the corporation held in real property automatically becomes 'forfeited corporate property' belonging to Ontario on dissolution, though certain connected persons can apply to the Ministry of Government and Consumer Services for relief from forfeiture. In Alberta, undistributed property transfers to the Province and can be claimed back only within a limited period under the Unclaimed Personal Property and Vested Property Act.

Sources

  1. Government of Ontario, 'Voluntary corporate dissolution' , Business Corporations Act, RSO 1990, c B.16 (as described by the Ontario Ministry of Public and Business Service Delivery) (retrieved July 17, 2026)
  2. Government of Canada / FedDev Ontario, 'Closing or selling your business' , Business Corporations Act, RSO 1990, c B.16; Ontario Business Registry fee schedule for Articles of Dissolution (retrieved July 17, 2026)
  3. Government of Ontario, 'Ontario Business Registry: all services' , Business Corporations Act, RSO 1990, c B.16 (Ontario Business Registry filing requirements for Articles of Dissolution) (retrieved July 17, 2026)
  4. Government of Ontario, 'Dissolved corporations' , Ontario government guidance on forfeited corporate property following dissolution (retrieved July 17, 2026)
  5. Canada Revenue Agency, Income Tax Information Circular IC82-6, 'Clearance Certificate' , Income Tax Act, RSC 1985, c 1 (5th Supp), s 159, as administered under CRA Information Circular IC82-6 (retrieved July 17, 2026)
  6. Canada Business Corporations Act, s. 210-213 - Justice Laws Website , Canada Business Corporations Act, RSC 1985, c C-44, ss 210-211 (retrieved July 17, 2026)
  7. Canada Business Corporations Act, s. 213 - Justice Laws Website , Canada Business Corporations Act, RSC 1985, c C-44, s 213(1) (retrieved July 17, 2026)
  8. Corporations Canada, Guide on dissolving a business corporation , Corporations Canada, Guide on dissolving a business corporation (Innovation, Science and Economic Development Canada) (retrieved July 17, 2026)
  9. Corporations Canada, Closing a business , Corporations Canada, 'Closing a business' (Government of Canada) (retrieved July 17, 2026)
  10. Alberta.ca – Liquidate or dissolve a corporation, cooperative or organization , Business Corporations Act, RSA 2000, c B-9, ss 211-212 (retrieved July 17, 2026)
  11. Registry Agent Product Catalogue (effective October 1, 2025), Service Alberta and Red Tape Reduction , Business Corporations Act, RSA 2000, c B-9, s 213 (Corporate Registry fee schedule) (retrieved July 17, 2026)
  12. CanLII – Business Corporations Act, RSA 2000, c B-9 , Business Corporations Act, RSA 2000, c B-9, s 25.1 (retrieved July 17, 2026)
  13. Alberta.ca – Revive a corporation, cooperative or organization , Business Corporations Act, RSA 2000, c B-9, s 210(1); Unclaimed Personal Property and Vested Property Act, SA 2007, c U-1.5, Part 6 (retrieved July 17, 2026)
  14. CanLII – Business Corporations Regulation, Alta Reg 118/2000 , Business Corporations Regulation, Alta Reg 118/2000, s 26(b) (retrieved July 17, 2026)
  15. Alberta.ca – Annual returns for corporations, cooperatives, and organizations , Business Corporations Act, RSA 2000, c B-9, s 213 (retrieved July 17, 2026)
  16. Canada Revenue Agency – Archived Clearance Certificate (IC82-6R3) , Income Tax Act, RSC 1985, c 1 (5th Supp), s 159(2) (retrieved July 17, 2026)
  17. Canada.ca – Apply for a clearance certificate , Income Tax Act, RSC 1985, c 1 (5th Supp), s 159(3) (retrieved July 17, 2026)
  18. Canada.ca – Closing CRA program accounts , Income Tax Act, RSC 1985, c 1 (5th Supp) (Business Number administration) (retrieved July 17, 2026)