Closing your Business
Corporations Tax
Closing Your Business and Tax Account / Dissolving an Inactive Corporation
Although an Ontario corporation may become inactive and cease all its business operations, its Articles of Incorporation remain legally in force until the corporation is dissolved. It must, therefore, continue to file either a CT23 Tax return or an Exempt From Filing (EFF) Declaration for each year . This requirement applies to all corporations, including those that have neither taxable income nor assets due to inactivity.
A corporation that was not incorporated in Ontario must file up to the date it ceased to maintain a permanent establishment in Ontario. As explained below, it must also file appropriate notices with the Ministry of Government Services.
For information on a corporation's filing requirements, refer to:
- Information Bulletin 4001R Combined Return, Short-Form Return and the Exempt From Filing Policy for Corporations
- Information Bulletin 4006R Dissolution of Corporations for Failure to Comply with the Corporations Tax Act, Revival of Corporations and Inactive Corporations
- Information Notice 6005 Implications for Corporations Failing to File CT23s or Exempt From Filing Declaration
Incorporated In The Jurisdiction of Ontario
In order to close an Ontario corporation tax account and to voluntarily dissolve, the corporation must:
- File a final CT23 Tax Return marked "Final Taxation Year Up To Dissolution" (page 3). An Exempt From Filing Declaration is not acceptable for the final year.
- File a CT23 Tax Return for all unaccounted prior years or if eligible, the Exempt From Filing Declaration (page 2), one for each unaccounted prior year as applicable. Upon processing all outstanding filings, the Ministry of Revenue will issue a Letter of Consent To Voluntarily Dissolve the corporation.
- File the Letter of Consent To Voluntarily Dissolve and Articles of Dissolution with the Ministry of Government Services.
Please see Voluntary Dissolution (Business Corporations) on the ServiceOntario website. The form and instructions for completing Articles of Dissolution are available from the ServiceOntario - Dissolving or Reviving your Corporation web page.
Incorporated Federally or In Another Canadian Province:
These corporations do not require a Letter of Consent or Articles of Dissolution however they must file all outstanding tax returns to the date they ceased holding a permanent establishment in Ontario. They must also file an Initial Return/Notice of Change by an Ontario Corporation, Form 2 under the Corporations Information Act with the Ministry of Government Services. This form is used to update the public record to indicate that this extra-provincial corporation has ceased activities in Ontario.
Incorporated Outside of Canada
Such corporations must file a Form 4 Application for Termination of Extra-Provincial Licence with the Ministry of Government Services. This form is used to update the public record to indicate that this extra-provincial corporation has terminated its licence and ceased activities in Ontario.
Moving a Business From Ontario
A corporation incorporated under the Ontario Business Corporations Act which wishes to be continued in another jurisdiction must request, in writing, a continuation consent from the Client Accounts and Services Branch at the Ontario Ministry of Revenue. When the corporation receives the continuation consent, it must forward it to the Companies Branch of the Ministry of Government Services. The Client Accounts and Services Branch will issue the continuation consent once it has been determined that the following conditions have been satisfied:
- all tax returns or declarations have been filed;
- there are no arrears in the corporation's tax account;
- the corporation is not currently under audit; and
- there is no outstanding Notice of Objection filed by the corporation.
To request a letter of consent, or if you have further questions about closing or moving your business, please contact the Client Accounts and Services Branch.
