# How Do I Properly Close or Dissolve a Corporation in Ontario? > In Ontario, dissolving a corporation requires satisfying creditors and distributing remaining property under the Business Corporations Act, obtaining shareholder authorization, filing Articles of Dissolution online through the Ontario Business Registry ($25 fee), securing Minister of Finance consent, and obtaining a CRA tax clearance certificate before the corporation ceases to exist. Published 2026-08-07 · Last reviewed 2026-07-31 · [Canonical page](https://canadalegalcenter.ca/articles/how-do-i-properly-close-or-dissolve-a-corporation-in-ontario/) Legal information, not legal advice. ## Before you start: what has to be resolved first Under Ontario's Business Corporations Act, a corporation cannot dissolve until it has satisfied the interests of its creditors and distributed any remaining property in accordance with the Act. In practice this means the sequence matters: creditor obligations and asset distribution come first, and the paperwork to formally end the corporation's existence comes after. Shareholders must also authorize the filing of Articles of Dissolution before it can proceed. ## Step 1: Satisfy creditors and distribute remaining property The Business Corporations Act requires that creditor claims be dealt with and any remaining corporate property distributed before dissolution can occur. This is a legal precondition, not a formality, and it applies regardless of how small or dormant the corporation has become. ## Step 2: Deal with real property before you file If the corporation still holds an interest in real property, that interest automatically becomes the property of Ontario the moment the corporation dissolves. These become "forfeited corporate properties." Anyone planning to keep or sell real estate the corporation owns needs to transfer it out before filing Articles of Dissolution, since recovering it afterward requires a separate application. ## Step 3: Get shareholder authorization The corporation's shareholders must authorize the filing of Articles of Dissolution in accordance with the requirements of the Business Corporations Act. This authorization is a prerequisite to filing, not something that can be arranged afterward. ## Step 4: File Articles of Dissolution through the Ontario Business Registry Once creditors, property, and shareholder authorization are in order, Articles of Dissolution can be completed and submitted online through the Ontario Business Registry. There is a $25 filing fee. ## Step 5: Minister of Finance consent When Articles of Dissolution are submitted, the Ontario Business Registry automatically forwards a request for Minister of Finance consent where it applies. The corporation's dissolution filing is processed alongside this consent step rather than as a separate application the corporation has to initiate itself. ## Step 6: Obtain a CRA tax clearance certificate Before finalizing dissolution, a corporation seeking a CRA tax clearance certificate must provide a copy of the director's or shareholder's resolution confirming the intention to dissolve and the date of dissolution, along with a copy of the notice of assessment for the final T2 return that was filed. This is a federal requirement under the Income Tax Act and applies to corporations closing anywhere in Canada, including Ontario. ## After dissolution: forfeited property and relief Once a corporation is dissolved, any real property interest it held has already passed to the Crown as forfeited corporate property. People connected to the dissolved corporation, such as former officers or shareholders, can apply to the Ministry of Government and Consumer Services for relief from forfeiture to recover that property. This is a corrective step after the fact, not a substitute for clearing real estate out of the corporation beforehand. ## Where this differs outside Ontario The Business Corporations Act steps described here (creditor satisfaction, shareholder authorization, Articles of Dissolution, Ministry of Finance consent, and Ontario's forfeiture rules) are specific to corporations incorporated under Ontario law. Alberta corporations dissolve under Alberta's own Business Corporations Act with different filing requirements and are not covered by this article. The CRA tax clearance certificate requirement is federal and applies the same way regardless of which province the corporation is incorporated in. ## Frequently asked questions **Can I dissolve an Ontario corporation if it still owns real estate?** In Ontario, any real property interest a corporation still holds becomes the property of the Crown (called forfeited corporate property) the moment it dissolves. Real estate should be sold or transferred out of the corporation before Articles of Dissolution are filed to avoid this outcome. **How much does it cost to dissolve a corporation in Ontario?** In Ontario, filing Articles of Dissolution through the Ontario Business Registry costs $25. This is separate from any professional fees for tax filings or legal work needed to settle creditors first. **Do I need Ministry of Finance consent to dissolve in Ontario?** Yes, in many cases. When Articles of Dissolution are filed through the Ontario Business Registry, a request for Minister of Finance consent is automatically forwarded where it applies, and dissolution cannot be completed until that consent is in place. **What happens to property that was forfeited when my Ontario corporation dissolved?** People connected to the dissolved corporation, such as former officers or shareholders, can apply to the Ministry of Government and Consumer Services for relief from forfeiture to recover the forfeited corporate property. ## Sources 1. [Government of Ontario, 'Voluntary corporate dissolution'](https://www.ontario.ca/page/voluntary-corporate-dissolution), Business Corporations Act, RSO 1990, c B.16 (as described by the Ontario Ministry of Public and Business Service Delivery) (retrieved 2025-01-15) 2. [Government of Canada / FedDev Ontario, 'Closing or selling your business'](https://sbs-spe.feddevontario.canada.ca/en/closing-or-selling-your-business), Business Corporations Act, RSO 1990, c B.16; Ontario Business Registry fee schedule for Articles of Dissolution (retrieved 2025-01-15) 3. [Government of Ontario, 'Ontario Business Registry: all services'](https://www.ontario.ca/page/ontario-business-registry-all-services), Business Corporations Act, RSO 1990, c B.16 (Ontario Business Registry filing requirements for Articles of Dissolution) (retrieved 2025-01-15) 4. [Government of Ontario, 'Dissolved corporations'](https://www.ontario.ca/page/dissolved-corporations), Ontario government guidance on forfeited corporate property following dissolution (retrieved 2025-01-15) 5. [Canada Revenue Agency, Income Tax Information Circular IC82-6, 'Clearance Certificate'](https://www.canada.ca/en/revenue-agency/services/forms-publications/publications/ic82-6/clearance-certificate.html), Income Tax Act, RSC 1985, c 1 (5th Supp), s 159, as administered under CRA Information Circular IC82-6 (retrieved 2025-01-15)