Voluntarily Dissolve an Ontario Corporation
Company Key is required.1. The application forms are dynamic and will change depending on how you answer the questions. Please complete all mandatory fields that are marked with an asterisk (*). Once the application is successfully processed, the official documents and will be sent by email to the official email address provided on the form and to the contact person specified.
*NOW IN EFFECT: As of February 1, 2025, the Company Key is required to make changes to any business entity registered with the Ontario Business Registry (OBR).
2. Contact Information
Please enter the full name, telephone number and email address of the contact person. This will not be shown on the public record. The ministry will contact this person for any questions related to this application, and documents related to this application will be sent to the contact person’s email address.
3. Type of Voluntary Dissolution
Select either the corporation has commenced business and has issued shares, or the corporation has not commenced business and has not issued any shares.
If the corporation has commenced business and has issued shares:
You will need to confirm the following required statements:
- The dissolution has been duly authorized under clause 237(a) or (b) (as applicable) of the Business Corporations Act.
You will need to select which one of these statements apply to the corporation. The corporation has:
- No debts, obligations or liabilities.
- Duly provided for its debts, obligations or liabilities in accordance with subsection 238(3) of the Business Corporations Act.
- Obtained consent to its dissolution from its creditors or other persons having interests in its debts, obligations or liabilities.
You will need to select which one of these statements apply to the corporation.
After satisfying the interests of creditors, in all its debts, obligations and liabilities, if any, the corporation has:
- No property to distribute among its shareholders.
- Distributed its remaining property rateably among its shareholders according to their rights and interests in the corporation or in accordance with subsection 238(4) of the Business Corporations Act where applicable.
You will also need to confirm the following required statements:
- If it was at any time a registered owner of land in Ontario, that it is no longer a registered owner of land in Ontario.
- There are no proceedings pending in any court against the corporation.
- The corporation agrees that this application will be sent to Ministry of Finance (MOF) for consent to the dissolution before a certificate of dissolution may be issued.
- All notices and returns required under the Corporations Information Act have been filed.
If the corporation has not commenced business and has NOT issued shares:
You will need to confirm the following required statements:
- The dissolution has been duly authorized under clause 237(c) of the Business Corporations Act.
- The corporation has not commenced business.
- None of the shares of the corporation has been issued.
- The corporation has no debts, obligations or liabilities.
You will need to select which one of these statements apply to the corporation.
After satisfying the interests of creditors, in all its debts, obligations and liabilities, if any, the corporation has:
- No property to distribute.
- Distributed its remaining property to the persons entitled thereto.
You will also need to confirm the following required statements:
- If it was at any time a registered owner of land in Ontario, that it is no longer a registered owner of land in Ontario.
- There are no proceedings pending in any court against the corporation.
- The corporation agrees that this application will be sent to Ministry of Finance (MOF) for consent to the dissolution before a certificate of dissolution may be issued.
- All notices and returns required under the Corporations Information Act have been filed.
Requested Date for Dissolution
The date of dissolution is the effective date that your corporation will be dissolved and be shown as inactive in the ministry’s records. You will be asked to select the effective date as either the date of MOF consent or you may request a date up to 30 days from today, subject to MOF consenting by the requested date. You cannot choose a past date. If you request a specific date up to 30 days from the current date, the earliest effective date will be the date the application acceptable for filing is received by the ministry, including MOF consent.
4. Authorization
The contact person must confirm that the form has been signed by the required person.
Signatures
If the corporation has commenced business and has issued shares and the dissolution has been authorized by the shareholders of the corporation, the articles must be signed by an officer or director of the corporation.
If the corporation has not commenced business and has not issued any shares, the articles must be signed by ALL incorporators or their personal representatives. Some examples of personal representatives are: an executor, estate trustee, administrator, guardian or trustee.
Please indicate the full name and position of the individual (e.g., director, president, secretary).
We do not require a signed copy for electronic submission but a signed application form must be kept with the corporate records.