There are various reasons why an Ontario dentist needs to dissolve their Ontario registered dentistry professional corporation. Perhaps the dentist is moving to practice dentistry in another province or retiring from dentistry? Regardless of the reason, the process is the same.
So what is the process to dissolve a dentistry professional corporation here in Ontario?
The first step is to send a letter (by mail or fax) to the Ministry of Revenue requesting its consent to dissolve the dentistry professional corporation. From there, the Ministry of Revenue takes your letter and forwards it to the Canada Revenue Agency (the “CRA”) for their review. The reason CRA is involved is that as of about January 1, 2009, CRA began administering Ontario’s corporate income tax (as well as certain other tax matters) and it is, therefore, CRA that knows whether or not a corporation owes taxes or has filed all of its tax returns…and this is a perfect time for CRA to catch delinquent companies. So, provided CRA (and the Ministry of Revenue) is satisfied that the dentistry professional corporation’s tax payments/filings are in good standing then you will receive a letter consenting to the dissolution anywhere from 2 to 12 weeks later.
The next step is to draft and execute the corporate resolutions/authorizations which allow for the proposed dissolution. These are documents your dental lawyers will help you draft and which will be filed in the dentistry professional corporation’s Minute Book.
The last step is to draft, execute and file the actual Articles of Dissolution (in duplicate) with the Ministry of Government Services along with the consent letter from the Ministry of Revenue, a covering letter and the filing fee. It is important to note that the Articles of Dissolution must be filed within 60 days of the date of the Ministry of Revenue’s consent letter and only an Officer or Director of the dentistry professional corporation can execute the Articles of Dissolution.
Provided your filing is complete and correct, the Ministry of Government Services will process the Articles of Dissolution, register the dissolution of the corporation, and return a copy of the issued Articles of Dissolution to you for inclusion in the dentistry professional corporation’s Minute Book.
