Liquidate or Dissolve an Enterprise
A business corporation that wishes to be dissolved and voluntarily cease its existence can do so in two ways:
- It can file a declaration of dissolution if it is not subject to liquidation.
- It can file a notice of liquidation and a notice of closure of liquidation if the corporation is subject to liquidation.
Before filing either document, make sure that the business corporation is still registered in the enterprise register. In addition, you must file an initial declaration and all annual updating declarations and pay all the fees and charges payable under the Act respecting the legal publicity of enterprises. If the fees for the current year have not been paid, they must be paid when the declaration of dissolution or the notice of closure of liquidation is filed.
Declaration of dissolution
A corporation governed by the Business Corporations Act (the “BCA”) may be dissolved by consent of its shareholders, by sole consent of the directors or by a declaration of dissolution filed by its sole shareholder.
The Produire une déclaration de dissolution online service is available under Gestion de l'entreprise in My Office.
Dissolution by consent of the shareholders
Shareholders consent to the dissolution by special resolution. Under the BCA, “special resolution” means a resolution that requires at least two thirds of the votes cast at a shareholders meeting by the shareholders entitled to vote on the resolution, or a resolution that requires the signature of all such shareholders. The resolution must also designate the director or officer of the corporation authorized to sign the declaration of dissolution.
If the corporation has no property and no obligations, it must send the Registraire des entreprises the declaration of dissolution indicating that, at the time of the consent to the dissolution, it had no property and no obligations. The corporation must enclose the certified copy of the special resolution of the shareholders with the declaration.
If the corporation has property or obligations and is not subject to liquidation, it must file a declaration of dissolution indicating that the corporation’s board of directors has performed the obligations of the corporation, obtained forgiveness of those obligations or otherwise made provision for them, and, where applicable, that the remainder of the property has been apportioned. The corporation must enclose the certified copy of the shareholders' special resolution with the declaration.
Dissolution by consent of the board of directors
A corporation that has no obligations, no property and no shareholders may be dissolved by consent of the board of directors. The resolution of the board of directors must designate a director or an officer of the corporation to sign the declaration of dissolution.
The corporation must send the declaration of dissolution to the Registraire des entreprises, indicating that, at the time of the consent to the dissolution, the corporation had no property, no obligations and no shareholders. The corporation must enclose the certified copy of the resolution of the board of directors with the declaration.
Dissolution by declaration of the sole shareholder
A shareholder who holds all of the shares issued by the corporation may request the dissolution of a corporation. The shareholder must file a declaration of dissolution indicating that the corporation’s rights and obligations become those of its sole shareholder and that the sole shareholder is able to pay the liabilities of the corporation as they become due. A declaration of dissolution by a sole shareholder cannot be filed if there is more than one shareholder declared in the enterprise register when the declaration is filed.
Notice of liquidation
If the corporation has property or obligations to perform and is subject to liquidation, it must use the following online services in this order:
- Produire un avis de liquidation
- Produire un avis de clôture de la liquidation
Both online services are available in My Office.
The certified copy of the special resolution of the shareholders must be enclosed with the notice of liquidation.
The Registraire des entreprises will deposit in the enterprise register the notice of liquidation and the special resolution of the shareholders.
- The liquidation of a corporation may be halted as long as the apportionment of the remainder of the corporation’s property has not been completed. To this end, you must obtain, by special resolution, a retraction of consent concerning the dissolution of the business corporation and file a notice of discontinuation of liquidation with the Registraire des entreprises.
Notice of closure of liquidation
The notice of closure of liquidation must be filed with the Registraire des entreprises when the liquidation process is completed. At the time the notice is filed, the business corporation must be in liquidation and still be registered.
You must enclose with the notice the following documents, which will have been prepared by the liquidator:
- approval of the final account;
- approval of the distribution proposal, where applicable;
- a description of the conduct of the liquidation.
- Before you file this application, which will result in the closure of your enterprise by dissolution, make sure that you have submitted all required documents and that you have received all amounts to which your enterprise is entitled from all government departments and agencies, and all financial institutions.
Fees and terms of payment
No fees are applicable for filing a declaration of dissolution, a notice of liquidation or a notice of closure of liquidation.
However, you must pay any unpaid annual registration fees, including, where applicable, those for the current year.
Processing your application
After receiving the declaration of dissolution or the notice of closure of liquidation and other prescribed documents, the Registraire des entreprises records the date of receipt and reviews the application. If it is compliant and complete, and the fees have been paid, the Registraire issues a certificate of dissolution and assigns a date to it.
The Registraire des entreprises deposits in the enterprise register, under the corporation’s Québec enterprise number (NEQ), the declaration of dissolution or the notice of closure of liquidation and any accompanying documents, as well as the certificate of dissolution. The Registraire des entreprises then cancels the registration of the corporation and sends a copy of the certificate of dissolution to the corporation or its representative. The corporation is dissolved and ceases to exist as of the date and time entered on the certificate of dissolution issued by the Registraire des entreprises.
Legal obligations of the business corporation
The person who signs the declaration of dissolution or the liquidator, as applicable, must keep the corporation’s books for five years that follow the date on the certificate of dissolution; these books are to be kept for a longer period if they are required as proof during a legal or administrative procedure.
Client services of the Registraire des enterprises are provided by Services Québec at its offices in Montréal or Québec, as well as by email or telephone. Contact information is provided on the Contact Us page.
Client services staff can help you understand, in particular, the dissolution and liquidation processes for business corporations and the application of the rules of law in general. However, they cannot interpret these rules to adapt them to a specific case or respond to a specific situation. For such help, consult a legal adviser.