🔍 What is company deregistration?
Dissolution (or dissolve) is the process of formally removing a company from government registration, effectively terminating its legal entity status. Once completed, the company is no longer subject to tax obligations, but is also unable to conduct any business activities.
⚠️ Consequences of Cancellation (Permanent!)
➡️Legal identity disappears : unable to open accounts, sign contracts, or sue ➡️Assets belong to the government : unprocessed balances/intellectual property rights will be confiscated ➡️Debt accountability : unpaid debts may be traced back to shareholders’ personal liability ➡️Name release : the company name can be registered by others
⚠️ Things to do before close your account (a checklist to avoid pitfalls!)
1️⃣Debt repayment and asset disposal 👉 Pay off all debts (suppliers, employee wages, etc.)
👉 Dispose of remaining assets (otherwise the assets will become the government’s property after cancellation!)
2️⃣Tax clearance (CRA's strictest audit item!)
✅ Submit the final T2 tax form (check "Final Return")
✅ Settle all taxes including GST/HST, payroll withholding tax, etc. ✅ Cancel your CRA business account (otherwise you will continue to owe fees!)
3️⃣ Shareholder resolution + government application 👉 Convene a shareholders' meeting to pass the cancellation resolution 👉 Submit an application form to the provincial government of the place of registration (such as ServiceOntario in Ontario)
Second option: What is “zero declaration”?
If the following conditions are met at the same time, you can go for "zero declaration" and retain your company:
💰 The dissolution fees vary greatly! If you keep your company with a zero tax return, it only costs $100! Even if there are no old taxes to deal with, the company cancellation fee starts at $300.
| Company Type | Estimated cost range | Remark |
|---|---|---|
| No tax clearance required | $300 - $500 | No assets, no business, only need to submit tax returns |
| Simple Tax Company | $500-$1000 | Small amount of debt and tax needs to be settled |
| Complex tax companies | $2000+ | Involving previous years' taxes or overseas assets, loss deductions, etc. |
| Note: Government application fees are charged separately and vary from province to province. |
Note: If you want to restart your name after deregistration, you'll generally need to reapply for a new name , but this is not always the case, depending on your company's original location and current name availability. Furthermore, trademark rights take precedence : Even if your company name isn't registered, if another business has already registered it as a trademark (especially in your industry and region), your use of that name could constitute trademark infringement . Trademark rights generally offer stronger legal protection than company name rights.
| Situation Classification | Main method | Key points/possibilities |
|---|---|---|
| During the protection period | Try to revive/reinstate the company | There are differences between provinces, but it usually applies to involuntary deregistration (such as forced dissolution due to failure to submit annual reports). It is more difficult to recover after voluntary deregistration . |
| After the protection period (the name has not been registered by others) | Re-register a new company and apply to use the original name | A new name search (such as a NUANS report) and application process must be repeated to ensure the name complies with current regulations and is not already in use. The new company has no connection to the legal history of the original company . |
