Articles of Dissolution Form for Corporation Dissolution

When a business, organization or corporation ceases to carry on its business or plan for dissolution to avoid the cost and filing of annual tax and corporation taxes, the Board of Directors or shareholders may opt for the dissolution or terminate its existence.

It is necessary to remember that, before carrying out the dissolution process, the corporation must settle and clear its debts, liabilities, and obligations by remitting the due amount to these personnel by making payments to the Public Trustee of Companies. The payment should equal the total debt amount payable to the creditors. It is also essential that, if any debt is not cleared, the approval or consent of such creditor must be taken prior to dissolution.

The basic procedure for Dissolution under the existing Act can be surmised as follows:

Special Resolution of Share holders

• The share holders must agree and pass a special resolution to dissolve the corporation. A Special Resolution is known as a shareholders resolution, which is passed by two third majorities.

Articles of Dissolution

• Articles of Dissolution must be filed with the respective state    government Agency or Companies and Personal Property Security Branch.

Corporate Tax Consent

• A Letter consenting to dissolution, bearing original signature must be obtained from Corporations Tax Branch, Ministry of Finance and submitted with the Articles of Dissolution to the Tax Corp. Branch. Such process must be carried out within 60 days of the issue of the consent dissolution letter.

Covering Letter and Filing Fee

• The Article of Dissolution and Corporations Tax Branch consent letter must accompany Covering Letter with contact name, return address and telephone number  and Filing Fee of $ ________.

                
Covering Letter and Filing Fee:

• The Articles of Dissolution and Corp Tax letter must be accompanied by a covering letter giving a contact name, return address and telephone number and a filing fee of $________.

Revenue Agency

• It is necessary to take dissolution consent Certificate of specific state Revenue Agency for the clearance of amount payable owned by the corporation, because non availability of such Certificate may make Directors and Officers personally liable of these payments under Income Tax Act.

Below given Article of Dissolution Form will guide you, when you also plan to dissolve your organization:

                            Articles of Dissolution Form

Name of corporation_____________________    DATE of Incorporation: ____________ DATE dissolution was authorized__________ Answer all questions below: Dissolution is authorized by INCORPORATORS or INITIAL DIRECTORS Dissolution is authorized by the DIRECTORS and SHAREHOLDERS  1.  Were shares ever issued?                     Yes ________      No _________  2.  Did the corporation commence business?                     Yes _____   No__________ 3.  If shares were issued, have the assets been distributed to the shareholders?           Yes _____   No _______ 4.  Did a majority of the incorporators or initial directors authorize the dissolution?          yes __________  No__________    5. Any unpaid debts of the corporation?               Yes______ No_____        If yes explain: ______________________________________________________ ______________________________________________________ 6.  Total # of votes entitled to be cast:________            For:___________    Against:___________ 7.  Total # of undisputed votes cast for dissolution:   __________________ 8.  If dissolving by separate voting groups – attach applicable information.  9.  Explain how property was distributed, if any: ________________________________________________________ ________________________________________________________ 10.  The status of pending litigation, if any: ________________________________________________________ ________________________________________________________        I hereby state that the number cast for dissolution was sufficient for approval.  Printed Name & Title______________________________  Signature: _____________________        Date:______________________ Postal address:__________________________   $__________ fee: A corporation is dissolved upon the effective date of its articles of dissolution. A corporation may revoke its dissolution within 120 days by filing "revocation of dissolution" _____________ with the Sec. of State. A fee of $________ is due for this reversal.