Procedures on De-registration and Liquidation in Canada

What are  the necessary procedures for dissolving a foreign-owned subsidiary in Canada?What are the documents that need to be submitted to the tax office when dissolving a company in Canada ?

Email: yto4ww@evershinecpa.com
Manager Cindy Victoria Speaks in Bahasa, English, and Chinese.
Whats App +886-989-808-249
wechatid: victoria141193

CA-dnl-005
What is the logic behind the deregistration and liquidation process of a foreign-owned company in Canada?
The dissolution and liquidation procedures in each country may seem very complicated and difficult to understand at first glance.

When a foreign-owned company is established in Canada, it needs to register with the Corporations Canada (for incorporation at federal level) or Provincial/ territorial government (for incorporation at province/ territory level).
After the company is established, obtains a federal business number (BN) or provinces/ territories business number, which is a unique identification number used for financial transactions and regulatory reporting.
In contrast, when you decide to close your company, you also need to declare it to the Corporations Canada (for incorporation at federal level) or Provincial/ territorial government (for incorporation at province/ territory level) to cancel the business number (BN).

After the approval of the Corporations Canada (for incorporation at federal level) or Provincial/ territorial government (for incorporation at province/ territory level),
Register for tax with the Canada Revenue Agency (CRA) and obtain a corporation income tax program account to obtain the income tax number.
Then apply for GST/ HST number, import/ export account from the Canada Revenue Agency (CRA).
Depending on the nature of your business, you may need to obtain a business license or permit for your specific business.
Finally, you need to obtain a corporation income tax program account from the Canada Revenue Agency (CRA) to enroll in the payroll account.
and finally open a bank account.

Conversely, when closing a business,
Report the company’s dissolution to the Canada Revenue Agency (CRA) and close business number Account.
Finally, the relevant agencies need to be notified to cancel the income tax number, the GST/ HST number, the business license or permit for the specific business, the payroll accounts, and the cancellation of the bank account.

In addition to the cancellation of various certificate numbers, when a foreign-funded company is dissolved, it is necessary to appoint a Liquidator to supervise the procedure, evaluate and value the company’s assets and liabilities, pay off outstanding debts and obligations, and sell the company’s assets, according to Statutory priorities distribute proceeds of sale to creditors and shareholders.

CA-dnl-010
What are the necessary procedures for dissolving a foreign-owned subsidiary in Canada?

1. Board Resolution:
   • A members’ voluntary dissolution can be commenced if the directors of the company are able to swear a statutory declaration of solvency and two thirds of the votes have agreed to place the company into dissolution.
2. Appointment of liquidator:
   • It is not always mandatory to appoint a liquidator when winding down or dissolving a company.
   • For Voluntary Dissolution: The company is solvent and there are no outstanding debts, it may not be necessary to appoint a liquidator. The company’s directors and shareholders can handle the dissolution process themselves.
   • For Insolvency or Bankruptcy: If the company is insolvent, or enters bankruptcy proceedings, it is more likely that a licensed insolvency trustee (LIT) will be appointed to manage the financial affairs and distribution of assets. In this case, a liquidator may be involved as part of the insolvency process.
   • A liquidator must prepare accounts of the liquidation showing how It has been conducted and how the assets of the company have been disposed of, once in every 12 months period after the liquidator’s appointment, but at least one accounting must be made before effecting payment of or making provision for the liabilities.
3. Obtain a Certificate of intent to dissolve:
   • Give notice of the intent to dissolve in each province in Canada where the corporation is carrying on activities at the time it sends the statement of intent to dissolve to Corporations Canada.
   • When a certificate of intent to dissolve is issued, the corporation must cease to carry on its activities except to the extent needed for dissolution.
   • It must also notify creditors of its intent to dissolve.
4. Distribution of Remaining Assets:
   • Perform all the acts required for the dissolution; for example, collect the corporation’s property, dispose of the property that is not to be distributed in kind to shareholders and discharge all the corporation’s obligations.
   • Distribute the corporation’s remaining property among the shareholders according to their respective rights and the provisions of the CBCA.
5. Canada Revenue Agency (CRA) Notification:
   • Notify the Canada Revenue Agency (CRA) about the subsidiary’s dissolution. This is important to address any potential tax liabilities or refunds.
   • File all necessary Federal, Provincial and Local Tax Forms.
   • Close the business number and all CRA business program accounts after all the final returns and all the amounts owing have been processed.
   • Close the GST/HST account by providing information on business number (BN), legal name of the business, cancellation date and the reason for closing the GST/ HST account.
6. Submit the Articles of Dissolution:
   • Your federal corporation can only be dissolved once it no longer has property or liabilities.
   • After you have liquidated your corporation’s assets and discharged its other liabilities, you need to fill out and submit the Articles of Dissolution to Corporations Canada.
7. Obtain a Certificate of Dissolution:
   • To obtain a certificate of dissolution, fill and submit online your Articles of Dissolution.

CA-dnl-020
What are the documents that need to be submitted to the tax office and other government competent units when dissolving a company in Canada?
When dissolving a company in Canada, there are specific documents that need to be submitted to the government units.
These documents are important to ensure that all matters are properly addressed as part of the dissolution process.
Here are some of the key documents that may need to be submitted:

2 Corporations Canada
• Complete and sign Form 19 – Statement of Intent to Dissolve.
4 Canada Revenue Agency (CRA)
• When you close your payroll, you will also need to complete and file the T4 and T4A slips and summaries within 30 days of the day your business ends.
• Remit all Canada Pension Plan and Quebec Pension Plan contributions, employment insurance premiums and income tax deductions to your tax center within 7 days of the day your business ends.
• To close your payroll program account, you can use the “Request to close payroll account” service in My Business Account. You can also complete Form RC 145, Request to Close Business Number Program Accounts.
• File a final tax return and send a copy of Articles of Dissolution and send an application for dissolution to the CRA that governs the tax affairs of your corporation.
5 Corporations Canada
• Form 17 Articles of Dissolution
• To dissolve an Ontario corporation (for example), the following documentation must be submitted to the Ministry of Public and Business Service Delivery:
• Articles of Dissolution
• Letter consenting to the dissolution from the Ministry of Revenue must be submitted with the Articles of Dissolution within 60 days of issuance.
• Covering letter giving a contact name, return address and telephone number.
• Fee of $25.00.
6 Corporations Canada
• Fill and submit online, https://ised-isde.canada.ca/cc/lgcy/sso/preamble.html?locale=en

Contact Us

Toronto Evershine BPO Service Limited Corp.
Email: yto4ww@evershinecpa.com
Manager Cindy Victoria Speak in Bahasa, English, and Chinese.
Whats App +886-989-808-249
wechatid: victoria141193

For investment structure relevant to multi-national tax planning and Financial & Legal Due Diligence for M&A (Merge and Acquisition), send an email to HQ4yto@evershinecpa.com
Dale Chen, Principal Partner/CPA in Taiwan+China+UK will be accountable for your case.
Linkedin address: Dale Chen

Additional Information
Evershine has 100% affiliates in the following cities:
Headquarter, Taipei, Xiamen, Beijing, Shanghai, Shanghai,
Shenzhen, New York, San Francisco, Houston, Phoenix Tokyo,
Seoul, Hanoi, Ho Chi Minh, Bangkok, Singapore, Kuala Lumpur,
Manila, Dubai, New Delhi, Mumbai, Dhaka, Jakarta, Frankfurt,
Paris, London, Amsterdam, Milan, Barcelona, Bucharest,
Melbourne, Sydney, Toronto, Mexico

Other cities with existent clients:
Miami, Atlanta, Oklahoma, Michigan, Seattle, Delaware;
Berlin, Stuttgart; Prague; Czech Republic; Bangalore; Surabaya;
Kaohsiung, Hong Kong, Shenzhen, Donguan, Guangzhou, Qingyuan, Yongkang, Hangzhou, Suzhou, Kunshan, Nanjing, Chongqing, Xuchang, Qingdao, Tianjin.

Evershine Potential Serviceable City (2 months preparatory period):
Evershine CPAs Firm is an IAPA member firm headquartered in London, with 300 member offices worldwide and approximately 10,000 employees.
Evershine CPAs Firm is a LEA member headquartered in Chicago, USA, it has 600 member offices worldwide and employs approximately 28,000 people.
Besides, Evershine is Taiwan local Partner of ADP Streamline ®.
(version: 2024/07)

Please send email to HQ4yto@evershinecpa.com

More Cities and More Services please click  Sitemap