Dissolve a Federal Corporation

Articles of Dissolution for a Federal Corporation

(Section 210 and 211 of the Canada Business Corporations Act (CBCA))

Description

Step 1 – Contact Information

Provide the name, email address and phone number of the individual completing the amendment application.  The amendment documents will be sent to this email address.  This information will not be published on Corporations Canada website. public disclosure of any information that is required to be sent under the Canada Business Corporations Act is permitted under the Privacy Act.

Step 2 – Federal Corporation details

Centro Legal Works Inc. is a registered intermediary with Corporations Canada, however, in order for us to file the Annual Return we require the name of the corporation and the  Corporation Key to access the file.

Step 3 – Solvency of the Corporation

A corporation cannot voluntarily dissolve if it is bankrupt, has a trustee under a proposal, or has an interim receiver under the Bankruptcy and Insolvency Act (BIA).  Under the BIA, a corporation is bankrupt if it has either made an assignment into bankruptcy or had a bankruptcy order issued against it.

Step 4 – Legislative authority to dissolve the corporation

Specify whether the corporation is requesting a dissolution according to section 210 or 211 of the CBCA. Choose only one option.

  • A corporation that has not issued any shares is subject to subsection 210(1) of the CBCA.
  • A corporation with no assets and no debts falls under subsection 210(2) of the CBCA.
  • A corporation that has paid off its debts and given out its assets can dissolve itself by a special vote of the shareholders, according to subsection 210(3) of the CBCA.

A corporation that wants to apply under section 211 of the CBCA must have already submitted a Form 19 – Statement of Intent to Dissolve and received a Certificate of Intent to Dissolve from Corporations Canada.

Step 5 – Custody of corporate documents and records

Provide the full name, the address and the job title of the person who is responsible for keeping and presenting the documents and records of the dissolved corporation according to section 225 of the CBCA. Notify Corporations Canada in writing if the person or their contact details change within six years from the date of dissolution.

Step 6 – Declaration

This application form may be submitted and the draft form can be signed by any individual who has the relevant knowledge of the corporation and who is authorized by the directors (subsection 262.1(2) of the CBCA).

For example:

  • a director of the corporation;
  • an officer of the corporation; or
  • an authorized agent.

Technical Specs

The Certificate of Dissolution  and articles will be provided by email in PDF format.

Processing Time

1-3 hours – Processing times may vary depending on Corporations Canada system availability.