Closing a company in Canada: routes, rules and your records

How to close a company in Canada

Dissolution after liquidation is used when shareholders pass a special resolution, and each class must pass it even if that class does not otherwise vote. The directors distribute the property and discharge the liabilities, and you then file articles of dissolution with Corporations Canada. There is no filing fee. Certificate of intent to dissolve is used when the corporation will stop business while liquidation continues. Shareholders authorize liquidation and dissolution by special resolution. You file Form 19 with Corporations Canada, at no fee. The corporation notifies creditors, gives notice in each province where it carries on activities, finishes the liquidation, and then files articles of dissolution.

Dissolution and liquidation routes

The registry

Corporations Canada. Corporations Canada issues the certificate of dissolution that ends a federal corporation, and the certificate of intent to dissolve that gives public notice while liquidation continues. You file articles of dissolution online for the first certificate, and Form 19 for the second. There is no filing fee for either certificate. Do not send the directors' resolution or the shareholders' special resolution with the application. A bankrupt corporation, or one with a trustee or an interim receiver under the Bankruptcy and Insolvency Act, cannot voluntarily dissolve.

Employees: consultation and notice

Part III of the Canada Labour Code applies to employment in connection with a federal work, undertaking, or business, and to the employers of those employees. It is not a final-pay rule for a provincially incorporated company. Section 212 says an employer who ends the jobs of 50 or more employees in one industrial establishment, at the same time or within four weeks, gives the Head written notice at least 16 weeks before the first termination in that group. A copy goes at once to the Minister of Employment and Social Development, the Canada Employment Insurance Commission, and the trade union. If an employee has no union, the copy goes to that employee or is posted in the establishment. The notice states the dates, the estimated number in each occupational classification, and any other information the regulations require. A layoff counts as a termination for this Division unless a regulation says otherwise.

For staff who worked in a US state, read final paycheck and WARN rules by state.

Data protection when the company closes

The Personal Information Protection and Electronic Documents Act. Section 2 defines personal information as information about an identifiable individual. Part 1 applies to every organization for personal information it collects, uses, or discloses in the course of commercial activities. It also applies to personal information about an employee, or a job applicant, that the organization collects, uses, or discloses in connection with a federal work, undertaking, or business. It does not apply to a government institution covered by the Privacy Act, to an individual acting only for personal or domestic purposes, or to an organization acting only for journalistic, artistic, or literary purposes. Section 5(3) allows collection, use, or disclosure only for purposes a reasonable person would consider appropriate.

The Privacy Commissioner of Canada. The Act defines the Commissioner as the Privacy Commissioner appointed under section 53 of the Privacy Act. The Commissioner receives complaints about how an organization handles personal information under Part 1, and the Commissioner and the Commissioner's staff must not disclose information that a Canada Evidence Act certificate protects.

The Privacy Commissioner of Canada says principle 4.5.3 requires personal information that is no longer needed for the identified purposes to be destroyed, erased, or anonymized. Information is anonymized only when the organization can show there is no serious possibility of re-identification, alone or combined with other available information. That possibility can rise as techniques improve or more data becomes available, so the organization has to keep being able to show the standard is met.

Records to keep

Section 20 of the Canada Business Corporations Act. A corporation prepares accounting records and minutes of directors' meetings. Subject to another Act of Parliament, or a provincial Act that requires a longer period, it keeps those accounting records for six years after the end of the financial year they relate to. Directors may inspect them at all reasonable times at the registered office or at another place the directors choose. If the accounting records are kept outside Canada, records that let the directors see the financial position on a quarterly basis must be kept in Canada. A corporation that fails to comply without reasonable cause is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.

What this means for a data license

You give the data partner the right to use your records, with personal details removed, for AI research. Personal details are removed before anything leaves your company. Customer and staff details are never shared. You approve each system before anything is shared. To train and test AI that helps people do their jobs. Never for marketing, and never sold as contact lists. You keep ownership of your data, and full use of it in your business. You agree not to license the same records to anyone else. You sign an NDA and the licensing agreement, directly with the data partner, not with Vetrix. The partner is a US-based AI data company. We tell you the data partner's name before you sign. Read what is shared and what is removed, and read the license terms, before you decide.

You need at least 30 staff at peak, or 25 if most of your staff are in the US, and at least 2 years of records.

Related

• Closing a company by country

  Dissolution or liquidation route, registry, employee notice, and data-protection authority by country.

• Winding down

  Order of operations to wind down a company, from approval through taxes and dissolution.

• France

  The national business register is the registry. One route is Voluntary dissolution.

• Germany

  The commercial register is the registry. One route is Shareholder resolution.

• India

  The Registrar of Companies is the registry. One route is Voluntary strike-off.

• What's shared

  Which records can be licensed, which details never leave, and what you approve.

• Systems

  What common business tools do to company data after you cancel, including each vendor deletion window.

Sources

1. Corporations Canada. Guide on dissolving a business corporation.
2. Justice Laws. Personal Information Protection and Electronic Documents Act, sections 2, 4, and 5.
3. Office of the Privacy Commissioner of Canada. PIPEDA Findings 2026-001.
4. Justice Laws. Canada Labour Code, sections 167 and 212.
5. Justice Laws. Canada Business Corporations Act, section 20.