A corporation can apply to dissolve when it has no property or liabilities. The exception is a bankrupt corporation. Bankruptcy does not end a corporation’s existence. A bankrupt corporation cannot request to be dissolved under the Canada Business Corporations Act

Approval of the dissolution when the corporation has shareholders but no property or liabilities

If the corporation has shareholders but no property or liabilities, shareholders can approve the dissolution by special resolution. If there is more than one class or group of shareholders, each class or group must pass a special resolution to authorize the dissolution even if these shareholders are not otherwise entitled to vote.

Approval when the corporation has no shareholders

If the corporation has no shareholders because no shares were issued, the directors can pass a resolution to authorize its dissolution.

Steps to dissolve a corporation with property or liabilities

A corporation can be dissolved only when its property has been distributed and its liabilities have been discharged.

There are two ways to proceed:

Liquidation before starting the dissolution process: The shareholders can pass a special resolution authorizing the directors to distribute any property and discharge any liabilities in accordance with the articles of the corporation and the requirements under the CBCA. If there is more than one class or group of shareholders, each class or group must pass a special resolution to authorize the dissolution even if these shareholders are not otherwise entitled to vote. The directors must then dispose of any property and liabilities before applying for a certificate of dissolution.
Starting the dissolution process before the liquidation process: If the corporation will cease carrying on business while it is in the process of liquidation, it can apply for a certificate of intent to dissolve. Shareholders must authorize the liquidation and dissolution of the corporation by special resolution. If there is more than one class or group of shareholders, each class or group must pass a special resolution to authorize the dissolution even if these shareholders are not otherwise entitled to vote. The certificate of intent to dissolve serves as public notice that the corporation is no longer carrying on its activities, except to the extent necessary for the liquidation.

When a certificate of intent to dissolve is issued, the corporation must cease to carry on its activities except to the extent needed for the liquidation. It must also:
- notify creditors of its 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
- 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.

Once the liquidation process is completed, you can apply for a certificate of dissolution.