Manitoba Business Corporations

Dissolution is the process by which a corporation ceases to exist.

Voluntary Dissolution

Below is a short review of the two voluntarily dissolution methods.  

  1. File Articles of Dissolution ($60).
    A director or officer must sign Articles of Dissolution. The 4 options available on the Articles are briefly outlined below:


    No shares have been issued (subsection 203(1) of The Corporations Act)

    A corporation that has not issued any shares may be dissolved at any time by resolution (agreement) of all the directors. Articles of Dissolution must then be signed and filed at Companies Office.

    No property and no liabilities (subsection 203(2) of The Corporations Act)
    A corporation that has no property and no liabilities may be dissolved by special resolution of the shareholders. OR where the corporation has issued more than one class of shares, by special resolution of the holders of each class whether or not they are otherwise allowed to vote. Articles of Dissolution must then be signed and filed at Companies Office.

    Property disposed of (subsection 203(3) of The Corporations Act)
    A corporation that has property or liabilities or both may be resolved by special resolution of the shareholders. OR where it has issued more than one class of shares, by special resolution of the holders of each class whether or not they are allowed to vote, if:

    • By special resolution or resolutions the shareholders authorize the directors to cause the corporation to distribute any property and discharge any liabilities; AND
    • The corporation has distributed any property and discharged any liabilities before it sends articles of dissolution to the Director

    Articles of Dissolution must then be signed and filed at Companies Office.

    Liquidation (Section 204 of The Corporations Act)
    The directors or a shareholder(s) who are allowed to vote at an annual meeting of the shareholders may propose a liquidation and dissolution of a corporation. Sections 204 and 131 of The Corporations Act must be followed.

  2. Dissolution List (no fee)
    If the corporation is not carrying on business or is not in operation, submit a letter to Companies Office with the following details:
    • The name of the corporation, and
    • Registry number, and 
    • Statement that the corporation is not carrying on business or that it is not in operation, and
    • Statement requesting that Companies Office place the corporation on the next dissolution list.
    The letter must be signed by a director, officer, or a lawyer for the corporation. Companies Office will post notice of the dissolution in the Manitoba Gazette for 90 days prior to dissolution.

Involuntary Dissolution

Companies Office may dissolve a corporation for failure to comply with The Corporations Act. Below is a brief overview of some reasons why Companies Office may dissolve a corporation:

  1. Failing to file annual returns for 2 consecutive years.
  2. Failing to pay a fee that is required to be paid under The Corporations Act.
  3. The corporation does not have any directors.
  4. The corporation has fewer directors who are residents of Canada than The Corporations Act requires.


To re-start a corporation:

  1. File a Request for Name Reservation if the corporation has been dissolved for more than 180 days,
  2. File Articles of Revival with outstanding Annual Returns. Detailed information and instructions for completing the Articles of Revival is available here.

 

Refer to the following for more information:

 

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