While business owners work hard to maintain their businesses, at some point, they may decide that it’s time to move on. Whether they’re closing their business for personal reasons, shifting markets, or unforeseen circumstances, knowing how to close a business in Ontario will help make the transition that much easier.
Below, we’ll discuss some essential steps and considerations in closing a business in Ontario.
Remember that this blog post pertains to businesses incorporated in Ontario and that even if a business operates in Ontario, it may have been incorporated federally (and therefore not subject to the discussion below). Depending on the type of business, business structure, and other factors, additional steps may be necessary for business owners intending to close their businesses.
When deciding to close a business, speaking with an experienced business law lawyer for guidance is essential. They will help you understand your rights and obligations and, if necessary, file the necessary paperwork on your behalf.
Why Do I Need to Close My Business?
Closing your business is an important step when transitioning from your business or even transitioning to a new business structure.
You might be asking: Why do I need to take steps to close my business? Can’t I stop taking on work, or lock the front doors, and be done with it?
Ultimately, it’s in your best interest to take appropriate steps to close your business if you are no longer operating it.
First, allowing an inactive business to remain active means that the business remains open to liability issues, including legal liability.
Your liability extends to taxes, another area where business owners who fail to close their business properly can encounter issues. As long as your business remains active, you will be expected to continue filing business taxes with Canada Revenue Agency.
How Do I Close a Business in Ontario?
Different rules apply when closing an incorporated vs. unincorporated business.
How to Close a Corporation in Ontario: Legal Steps
From a legal perspective, the primary step in closing an Ontario business is filing the Articles of Dissolution. Depending on how the business was set up, the Articles of Dissolution may be filed under the Business Corporations Act, R.S.O. 1990, c. B. 16, the Not-for-Profit Corporations Act, 2010, S.O. 2010, c. 15, or the Co-operative Corporations Act, R.S.O. 1990, c. C.35.
Below, we will discuss the legal steps required when closing a business in Ontario, focusing on the requirements under the Business Corporations Act, R.S.O. 1990, c. B. 16.
When Voluntary Dissolution is Allowed
Under s. 237 of the Business Corporations Act, R.S.O. 1990, c. B. 16, a corporation can be “dissolved” if any of the following applies:
- the shareholders pass a special resolution at a shareholders’ meeting to dissolve the corporation;
- the shareholders consent in writing to dissolve the corporation or
- the corporation has not commenced business and has not issued shares, and the incorporators authorize the dissolution of the corporation.
The Articles of Dissolution
To give effect to the intentions of the shareholders or incorporators (as the case may be), Articles of Dissolution will need to be filed setting out, among other things, that:
- the shareholders or incorporators have authorized the dissolution of the corporation;
- the corporation does not have any debts, obligations, or liabilities that have not been accounted for;
- the corporation no longer owns land in Ontario, and
- there are no pending court proceedings against the corporation.
If the corporation has debts, obligations, or liabilities, they must confirm that they have received consent from their creditors to dissolve the corporation.
If the corporation was never active, the Articles of Dissolution will need to set out that the corporation never commenced business or issued shares in addition to the items outlined above.
The Certificate of Dissolution
After receiving the Articles of Dissolution, the Director appointed by the Ministry will endorse the document, confirming that the corporation has been dissolved.
How to Close an Unincorporated Business in Ontario: Legal Steps
If your business was not incorporated, you must not file Articles of Dissolution under the Business Corporations Act, R.S.O. 1990, c. B. 16. Instead, you must cancel your Business Name Registration with the Ontario Business Registry. This process is relatively straightforward and requires you to provide basic information about your business.
How to Close a Business in Ontario: Other Considerations
Unfortunately, closing a business in Ontario isn’t as simple as filing Articles of Dissolution or cancelling your Business Name Registration. There are countless considerations that business owners will need to consider when getting ready to close their business.
As a starting point, you must ensure you have the information and assurances requested under the Articles of Dissolution – regardless of whether your business is incorporated or unincorporated. Accounting for outstanding debts, obligations, and liabilities is critical to ensure your business closure goes smoothly.
You will also need to notify the appropriate parties regarding your business closure. This includes filing your final taxes with Canada Revenue Agency (including GST/HST or provincial sales tax returns), closing any business-related accounts, including bank accounts, selling company assets, and completing any relevant final accounting, as applicable.
Can I Change My Mind?
It’s not uncommon for business owners to have regrets after closing a business, which begs the question: can you revive a business or corporation that has been dissolved or had its Business Name Registration cancelled?
In some circumstances, a corporation that has filed Articles of Dissolution can be “revived” depending on various factors.
And, if you cancel your Business Name Registration, you can’t revive your cancelled registration. However, you can apply for a new Business Name Registration using the same information (note that your new Business Name Registration will not be linked to your previous Business Name Registration account).
In both cases, dissolving a corporation or cancelling your Business Name Registration can create a significant administrative burden (and, in the case of dissolving a corporation, there is no guarantee that you will be able to revive the corporation). Therefore, it’s essential to think critically when determining whether you are ready to close your business and wise to operate on the assumption that you will not be able to revive your corporation once you dissolve it.
Final Thoughts on Closing a Business in Ontario
Closing a business can be a challenging and emotional experience regardless of your reasons for ceasing operations. Consulting with an experienced business law lawyer is a prudent step for those navigating the complicated process of closing a business in Ontario. They can guide key considerations for your business and, where appropriate, assist with the legal hurdles necessary to dissolve your business and move forward.
Contact Ottawa Business Lawyers at Tierney Stauffer LLP for Experienced Advice on Business Law Issues
At Tierney Stauffer LLP, our team provides comprehensive, practical advice to businesses of all types and sizes. We have extensive experience in all business law matters, from incorporation to closures and business succession. Call us at 1-888-799-8057 or contact us online to speak with an experienced business law lawyer.