As a small business owner, you’ve decided to shut down your business. You may have experienced a change in lifestyle or retirement, or perhaps your business was not profitable. Whatever the reason, you’ll need to tie up loose ends and take the right steps to officially dissolve your business in Alberta.
Dissolve your corporation
If your business doesn’t have any debts, you and your shareholders or directors can vote to dissolve your corporation.
Read our blog, How to dissolve your corporation in Alberta (the right way), for more information on handling bankruptcy, keeping your bank accounts open and preparing your corporation for dissolution.
Liquidate your assets
Before you can dissolve your corporation in Alberta, you need to make sure the corporation owns no assets and has no liabilities. The corporation cannot own or owe anything when it dissolves — those assets and obligations need to be transferred to the shareholders.
- Dispose of all assets on the books of the corporation. You can sell them to yourself or someone else. When you sell them, you need to show proceeds of disposition, which will have positive or negative tax implications depending on how the proceeds of disposition compare to the tax base (undepreciated capital cost, or UCC) and the actual cost of the asset.
- Pay all outstanding bills, loans, credit cards, taxes, etc.
- Keep enough cash in the bank to pay legal, accounting and final tax bills.
- Extract excess cash. Repay any shareholder loans and take what’s left (if any) as a dividend.
File an Articles of Dissolution form
Once your corporation is prepared for dissolution, your lawyer should prepare a shareholder resolution authorizing the dissolution of the corporation.
As the owner, you’ll file the Articles of Dissolution with Alberta Registries and pay the fee.
Other forms you may need (you can find these on the website above):
- Notice of Intent to Dissolve or Revocation of Intent to Dissolve
- Notice of Bankruptcy
- Notice of Change of Record Keeper After Dissolution
- Notice of Court-Ordered Appointment or Discharge of Liquidator
After completing your form, bring it to an authorized Alberta service provider. You’ll need to take your applicable forms, a valid ID and payment for your fees. If your information meets the requirements, the service provider will enter it into the Corporate Registry computer system.
If you have questions about dissolving a corporation, please reach out to us — we’re always here to help! Check out our blog for other Small Business Basics topics that may be helpful to you and your business.
