Liquidation and dissolution of a corporation

Procedure for distributing assets and debts, if any, to shareholders and dissolving a corporation.

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The simplest procedure is voluntary dissolution. However, the corporation must have disposed of its assets and debts beforehand, proportionally distributed among its shareholders if applicable (liquidation may be subject to certain rules), before submitting its application to the authorities. It is the authority that sets the date of dissolution.

A corporation can be forced into dissolution by the court in certain exceptional circumstances, such as obtaining the charter through fraud or deception, or when the articles contain illegal, false, or erroneous provisions.

At the federal level, a corporation can be dissolved if it has been inactive for 3 years or has not commenced its operations within 3 years of its incorporation. Failure to submit the documents required by the Canada Business Corporations Act (annual report, notice of directors, etc.) can result in dissolution by the Director, as well as not having any directors or all directors having resigned or been removed without replacement. However, it is possible to rectify the situation retroactively by submitting reconstitution documents to the Director.

The Registraire des entreprises du Québec can also strike off a corporation that has failed to file its annual declaration for two consecutive years under the Quebec Act respecting the legal publicity of enterprises. The striking off leads to the dissolution of the corporation. It is also possible to rectify the situation retroactively by submitting a request to the Registrar.

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