Modify your enterprise's file
Dissolution of a company or non-profit corporation
A company or non-profit legal person can terminate its existence by applying to the enterprise registrar for voluntary dissolution.
Note that a company or non-profit legal person is not dissolved simply because it is no longer active.
Although you can do this yourself, using the expertise of a lawyer is recommended in view of your liability and the legal ramifications of voluntarily dissolving a company or non-profit legal person, especially if other people are involved in your project.
Under section 29 of the Companies Act, directors are liable for the debts of the company existing at the time of the dissolution, to every creditor who did not consent to the dissolution. The Act respecting the Ministère du Revenu also specifies that directors are liable for any amount owing under fiscal laws.
Voluntary dissolution of a company or non-profit legal person is final and can never be revoked. A dissolved company or non-profit legal person can never again resume its existence.
Forms to fill out
In accordance with section 28 of the Companies Act (R.S.Q., c. C-38), the same voluntary dissolution process applies to companies (Part I or IA) and non-profit legal persons (Part III).
Submit the following documents to the enterprise registrar:
- The Declaration of Intent/Application for Dissolution of a Company or Non-profit Legal Person form;
- A certified copy of the by-law or resolution authorizing submission of the application for dissolution;
- Either the full page of the newspaper in which the intent to dissolve was published or a clipping along with the name, date and place of the publication;
- The Annual Declarations required by the Legal Publicity Act.
- An application for revocation of striking off, if applicable.
There is no charge for a voluntary dissolution. Nonetheless, there may be charges for producing the Annual Declarations that are missing as of the date the application is received, as well as for an application for revocation of striking off (if applicable).
Submitting and processing your application
The forms must be printed or typewritten, legible and suitable for microfilming or photocopying.
The enterprise registrar then dissolves the company or legal person by drawing up a document establishing the effective date of dissolution. This instrument of dissolution is filed in the enterprise register, which results in the ex officio striking off of the registration of the company or non-profit legal person.
