Dissolution officially ends a company's legal existence. Simply stopping operations, closing the bank account, or ceasing to issue invoices is not enough: as long as the company exists, it may be required to file tax returns and pay its annual fees.

A simple dissolution can generally be done through My enterprise online services. A lawyer or notary is not mandatory, but the correct procedure must be chosen.

This guide is for corporations incorporated under Quebec law. A federal corporation must dissolve with Corporations Canada and verify its striking off in Quebec.

Summary: A simple Quebec corporation can often be dissolved without a lawyer or notary via My enterprise online services if its obligations are settled. Confirm the incorporating jurisdiction, update the file, adopt the resolution, obtain the required tax authorizations, submit the declaration, and await the certificate.

Step 1: Confirm the company's incorporating jurisdiction

Consult the articles of incorporation or the company's profile in the register.

• An NEQ starting with 11 alone does not confirm that the company is incorporated in Quebec.

• A federal company can be registered in Quebec while falling under the Canada Business Corporations Act.

• A general partnership, a non-profit organization, or a sole proprietorship follows a different procedure.

If the articles mention the Quebec Business Corporations Act, the process described here may apply.

Step 2: Update the Registrar's file

Before dissolution, the company must still be registered and in good standing. In My enterprise online services, check that:

• the initial declaration has been filed;

• all annual update declarations have been submitted;

• the declared directors and shareholders are accurate;

• annual fees and any outstanding charges have been paid.

The Registrar may refuse to issue the certificate if these obligations are not met. Automatic striking off for failure to file updates is not a good method for closing: it does not properly settle debts or tax obligations.

Step 3: Choose between simple dissolution and liquidation

Dissolution without formal liquidation

The declaration of dissolution can generally be used when the company:

• no longer has any assets or liabilities; or

• has fulfilled its obligations, obtained a release from them, or arranged for their settlement otherwise, and then distributed the remaining assets.

This second situation must be carefully documented. An unknown tax debt or an unsettled claim can render the individuals who distributed the assets liable.

Formal liquidation

If the company still possesses assets or obligations to be fulfilled and is undergoing liquidation, it must instead file:

1. a notice of liquidation;

2. then, once the liquidation is complete, a notice of close of liquidation.

The liquidator realizes the assets, pays creditors, and prepares the distribution of the balance among shareholders. This procedure generally requires legal and accounting support.

Declaration of the sole shareholder

The shareholder holding all shares can also declare the dissolution by certifying that the company's rights and obligations become their own and that they can settle liabilities when due.

This option personally transfers rights and obligations. It should not be chosen merely because it seems faster. Additionally, the register must indicate that there is only one shareholder.

Step 4: Adopt the appropriate resolution

When the dissolution is authorized by shareholders, a special resolution is generally required. It must be adopted by at least two-thirds of the votes cast by shareholders entitled to vote, or be signed by all such shareholders.

The resolution must notably:

• authorize the dissolution;

• designate the director or officer who will sign the declaration;

• be kept in the company's minute book;

• be attached as a certified copy to the declaration.

Simplified resolution structure

It is resolved to consent to the voluntary dissolution of [legal name and NEQ] in accordance with the Business Corporations Act and to designate [name and title] to sign and submit the declaration of dissolution as well as any necessary documents.

This template must be adapted to the company's articles, share classes, and situation.

Step 5: Obtain tax clearances before distributing assets

Before distributing cash or assets to shareholders, directors must verify tax debts and applicable certificates.

Revenu Québec notably provides for:

• form MR-14.B — Notice of Distribution of Property;

• form FP-352 — Application for a Certificate of Attestation of GST/HST Payment, to be attached when required.

Premature distribution can hold a director or liquidator liable for certain unpaid amounts. The CPA should also determine whether the distribution constitutes a dividend, a return of capital, or another taxable amount.

Step 6: File the declaration in My enterprise online services

Log in to My enterprise online services, then:

1. open the Business Management section;

2. select File a Declaration of Dissolution;

3. confirm the NEQ and requested information;

4. attach the certified copy of the resolution, when required;

5. designate the authorized signatory;

6. verify the attestations before submitting.

Filing a declaration of dissolution is free. However, unpaid annual fees, including those for the current year, remain due. Notices of liquidation and closure are also free, except for specific options such as priority processing.

Step 7: Await the certificate of dissolution

The company does not cease to exist the moment you click "submit". The Registrar reviews the application and, if compliant, issues a certificate of dissolution.

The company is dissolved on the date and time recorded on this certificate. This date determines, among other things, the end of its last fiscal year.

This date marks the beginning of the final step: filing final tax returns after dissolution.

After receipt:

• submit the certificate to tax authorities when required;

• file final returns up to that date;

• close any active program accounts;

• retain the company's books for at least five years.

Can you really do it yourself?

Yes, when the company has a simple shareholding structure, its books are up to date, and it no longer has assets, debts, employees, or disputes. The owner can prepare the resolution and file the declaration online.

Consult a lawyer or notary if multiple shareholders are involved, if liquidation is necessary, if different share classes have different rights, or if claims remain. The CPA should intervene before any distribution and for the final returns.

For all steps, consult How to Close a Business in Quebec: Concrete Steps to Follow.

Sources

• Government of Quebec, Dissolving and liquidating a share company

• Revenu Québec, Notice of Distribution of Property — MR-14.B

• Revenu Québec, Dissolution of a company

This article provides general information and does not replace a legal or tax analysis of the company.