Articles of dissolution

A seller may wind up the old company after a sale, and a buyer may want proof that an old entity is closed. Articles of dissolution are the filing at the centre of that. Corporations Canada says a corporation can apply to dissolve when it has no property or liabilities. Where it has property or liabilities, it can be dissolved only once the property has been distributed and the liabilities discharged.

How the federal process runs

• A corporation that will stop business while it liquidates can first apply for a certificate of intent to dissolve.
• Corporations Canada says a corporation that is bankrupt, has a trustee under a proposal or has an interim receiver under the Bankruptcy and Insolvency Act cannot voluntarily dissolve.
• An interested person may apply to revive a dissolved federal corporation (s. 209), so ask for the certificate and a current status check.

Ontario

Ontario’s Business Corporations Act sets what its articles of dissolution must contain (s. 238) and lets the Director refuse to endorse them if the Director learns that the corporation is a registered owner of land in Ontario (s. 239(1.1)). This entry covers the CBCA and Ontario only; for a company incorporated elsewhere, read the statute where it is incorporated. Compare the certificate of status and see what happens to an indemnity if the seller dissolves.