Request the dissolution of a company or a non-profit legal person 

Any company (constituted under Part I of the Companies Act) or non-profit legal person may voluntarily terminate its existence by filing a declaration of intent and application for dissolution.

Given your liability and the legal implications of the voluntary dissolution of a company or a non-profit legal person, we advise you to rely on the expertise of a legal advisor.

Attention

Under s. 29 of the Companies Act, the directors of a company that has been dissolved voluntarily are held liable to any creditor that did not consent to the dissolution of the aforesaid company. According to the provisions in the Tax Administration Act, the directors are also held liable for amounts due pursuant to tax laws.

To apply for the voluntary dissolution of a company or a non-profit legal person (Part III of the Companies Act), you must:

• file a declaration of intent concerning dissolution;
• submit to the enterprise registrar:
  • a certified copy of the by-law or the resolution authorizing the submission of the application for dissolution;
  • the notice of intent concerning dissolution that appeared in a newspaper or an excerpt thereof, including the name of the newspaper and the date and place of its publication;
  • the annual updating declarations required pursuant to the Act respecting the legal publicity of enterprises;
• complete only the portion related to the application for dissolution of form RE-602, Déclaration d'intention de liquidation ou de dissolution et demande de dissolution, and send the form to us, as the application for dissolution cannot be filed online. 

Note

A company or a non-profit legal person may not be dissolved solely because it is inactive.

No fees apply to an application for voluntary dissolution. However, fees may be payable for the filing of annual updating declarations missing as of the date of the application and for filing an application for revocation of striking off, as the case may be.

The enterprise registrar dissolves a company or a legal person by drawing up an instrument of dissolution that establishes the effective date of dissolution, which is then filed in the enterprise register. The filing of this instrument leads to the ex officio striking off of the registration of a company or a non-profit legal person. 

Important

The voluntary dissolution of a company or a non-profit legal person is final and may never be revoked. Consequently, the company or the non-profit legal person that chooses to voluntarily dissolve itself may not resume its activities.