Dissolve a Business – Close Your Alberta Corporation Properly

Voluntary dissolution in Alberta versus being struck off

Voluntary dissolution is closing properly. The shareholders decide, the corporation pays what it owes, distributes the rest, files its last returns and then files Articles of Dissolution. Corporate Registry issues a Certificate of Dissolution and the corporation ceases to exist with a clean record.

Being struck off is different. When annual returns go unfiled, Corporate Registry sends notices to the registered office and then strikes the corporation from the register, which dissolves it. Nothing has been settled: creditors are still owed, CRA accounts are still open, property still sits in the corporation's name, and the corporation can be revived within 10 years by a creditor as easily as by you. Letting a corporation lapse is not a way to close it.

The rules for closing properly, in plain English:

• Approval: a special resolution of the shareholders. Where the corporation has no property and no liabilities, a different route may apply.
• Debts and property: paid and distributed before the articles are filed. Dissolving does not cancel a debt.
• Registry record: current, with annual returns filed.
• CRA: separate from the registry. The final T2 goes to CRA; the business number and the GST/HST, payroll and import/export accounts are closed with CRA. Your CPA handles this; we do not file with CRA.
• WCB-Alberta, the bank and licences: each is closed by you. The registry does not notify them.
• Minute book: the resolution, the articles and the certificate are the last entries. Keep the book; records are often needed years after closing.

Who this is for

• The owner who has sold the business or retired, and wants the corporation closed so the annual returns, fees and paperwork stop.
• The owner of a holding company or a numbered company that never got used, sitting on the shelf costing a return a year.
• The owner who has been letting the corporation drift toward strike-off and would rather close it deliberately, with the record clean.
• The accountant or lawyer winding up a client's corporation, who needs the resolution, the articles and the certificate done in the right order and partner pricing.

How it works

1. You fill in the online form — about ten minutes. We run the status check and send you the settling-up checklist the same business day.
2. You work through the checklist with your CPA: final T2, CRA account closures, WCB-Alberta, bank, and distribution of what is left. We are available by phone while you do.
3. We prepare the special resolution and the Articles of Dissolution. A CORES-trained agent checks that the corporation's record is current and the articles match it.
4. You sign the resolution and confirm the checklist is complete. We submit the articles through a licensed Alberta registry agent into CORES within 1–2 business days. ACS is a private company; we are not a government office or a registry agent.
5. You receive the Certificate of Dissolution by email and the corporation's file is closed.

If a dissolution cannot be filed, our refund policy explains what happens.

Common mistakes we catch before filing

• Dissolving with money still in the bank account or property still in the corporation's name. Distribute it first, on your CPA's advice, or it is stranded.
• Filing before CRA is finished. A dissolved corporation with an open payroll or GST/HST account is a problem you cannot easily fix; the final filings come first.
• Unfiled annual returns. The status check finds them so they can be filed before the dissolution rather than blocking it.
• Letting it be struck instead. Owners sometimes plan to stop filing and wait. The debts and CRA obligations remain, and the record shows a strike-off rather than a proper closing.
• A missing or incomplete resolution. The shareholders' decision is the legal basis for the filing and belongs in the minute book.

What you need before you start

• The corporation's exact legal name, or its Alberta corporate access number.
• Confirmation that the annual returns are up to date, or a list of the years missed. We check this in our free corporate lookup and file any outstanding Alberta annual returns first.
• Confirmation from you that debts are paid and remaining property has been distributed to the shareholders, or a note of what is still open.
• Your CPA's confirmation that the final T2 corporate tax return has been filed or is in hand, and that the GST/HST and payroll accounts are being closed with CRA.
• The names of the shareholders who will sign the special resolution.
• A credit card. You do not need a registry login, because business owners cannot file in CORES, Alberta's Corporate Registry System, themselves; filings go through a licensed registry agent.

• A status check on the corporation before you pay, so you know whether annual returns are outstanding or the corporation has already been struck.
• A special resolution of the shareholders approving the dissolution, formatted for the minute book (the corporation's record book).
• Articles of Dissolution prepared by a CORES-trained agent and checked against the registry record.
• A settling-up checklist: what to close, cancel and distribute before the filing goes in, including the CRA and WCB-Alberta steps we do not do.
• Filing with Alberta Corporate Registry (the government office that keeps the record of every Alberta corporation) through a licensed registry agent.
• The Certificate of Dissolution in PDF by email, for the minute book and for your CPA's file.
• The government fee, paid on your behalf and included in the price.