How do I close (dissolve) a Corporation in Alberta?
By Julie King | September 7, 2012
I want to close my existing company (corporate) in Alberta. I would then like to start up another one , how do you go about this?
Julie King answered:
The legal term for closing a corporation is dissolution and this is done by filing the right paperwork for the jurisdiction the corporation is registered, which in your case would be Alberta.
Since your business is a corporation, under the Canada Business Corporations Act (CBCA) you can only apply to dissolve the company when it has no property or liabilities.
There is an exception for bankrupt companies; under the CBCA a bankrupt company is unable to apply for dissolution.
Since the business of a corporation is governed shareholders/directors, proper procedures must be followed in order to approve the dissolution. The process varies depending on whether or not there are shareholders in the corporation and whether there are different classes of shares.
Essentially, when there are shareholders they must make a special resolution to dissolve the company in order to move the process forward. (I have assumed that you have a simple share structure. If you have different share classes, you may need legal assistance.) If there are no shareholders because shares were not issued, the directors can pass a resolution authorizing the dissolution of the corporation.
Industry Canada has a helpful article that explains this, as well as how to dissolve a corporation that still has assets and/or liabilities.
Once you have gone through these steps, so that the decision to dissolve the corporation has been passed by the board or directors, you need to fill out an Articles of Dissolution form, which you can access along with the instructions of where to send it through this link.
You will then need to close all of your government business accounts, such as your payroll and GST account. CRA has an article that explains what you need to do.
You would then register the new business following the steps used to register a new business. Here is a link to our article on that topic: Registering a Business in Alberta.