Request the dissolution and the liquidation of a business corporation
Dissolution
A business corporation may be dissolved with the consent of its shareholders who have signed a special resolution, its sole shareholder, or its board of directors when the business corporation has neither obligations nor shareholders.
A business corporation may also be dissolved by a court ruling.
Given your liability and the legal implications of the voluntary dissolution of a business corporation, we advise you to rely on the expertise of a legal advisor.
To request the dissolution of a business corporation once you have obtained the consent of its shareholders or directors, you must:
- file a declaration of dissolution;
- append a certified copy of the resolution authorizing the submission of an application for dissolution, except in the case of a business corporation that has a single shareholder.
- Note
- Declarations of dissolution filed online may be accompanied by attachments, as the case may be.
The business corporation ceases to exist on the date and at the time recorded on the certificate of dissolution issued by the enterprise registrar.
Liquidation
A business corporation that has receivables, obligations to fulfil or the remainder of whose property must be apportioned among its shareholders must be liquidated.
The shareholders of a business corporation who have agreed beforehand to the dissolution of the aforesaid business corporation must appoint one or more liquidators during a meeting held for that purpose.
The liquidator of the business corporation must promptly file a notice of liquidation and file it in the enterprise register accompanied by a certified copy of the resolution authorizing the submission of the application for dissolution.
The liquidator must subsequently produce a final account that indicates the business corporation’s assets at the time of the liquidator’s appointment and the remainder of the business corporation’s property to be apportioned among the shareholders when the corporation is liquidated. Moreover, the liquidator must make a proposal for partition. The shareholders must approve the final account (by special resolution) and the proposal for partition.
The liquidation of the business corporation takes effect when the liquidator files the notice of completion of the liquidation process and the declaration of dissolution in the enterprise register.
No fees are applicable for filing an application for dissolution and liquidation. However, fees apply when priority processing is requested.
It should be noted that the person responsible for the dissolution or the liquidation of a business corporation must preserve the corporation’s books for five years.
- Important
- The liquidation of a business 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 the liquidation with the enterprise register.