Corporate Business / Dissolution

Corporate Business / Dissolution

From Sole Proprietor to Public Corporation: Your Path, Perfected.

  1. 1 - Sole Proprietorships and Partnerships

    • Description:
    • Simplest and most common way to start a business.

      Owner(s) bear full responsibility for success and liabilities.

    • Advantages:
    • Easy and quick registration.

      All profits flow directly to owner(s).

      Full control over business deductions.

    • Disadvantages:
    • Must renew registration every 5 years.

      Unlimited personal liability for debts/obligations.

      Business name is not protected.

      Business income taxed at personal tax rates.

      Ownership is not transferable.

    2 - Corporations

    • Description:
    • A legal entity separate from its owners.

      Can be incorporated federally or provincially.

    • Advantages:
    • Limited personal liability for owners.

      Business name is legally protected.

      Ownership is transferable.

      Lower tax rates on business income (vs. personal rates).

    • Disadvantages:
    • Annual filings and corporate record-keeping required.

      Higher setup costs.

        1 - Canadian Controlled Private Corporation (CCPC)

        • Ownership: Fully controlled by Canadian residents.
        • Tax Benefits:
        • First $500,000 taxable income taxed at a lower rate (Small Business Deduction, SBD).

          Eligible for Carbon Rebate.

        • Key Features:
        • Private (not publicly traded).

          Not controlled by non-residents or public corporations.

        2 - Other Private Corporation

        • Ownership: Controlled by foreign or immigrant individuals.
        • Taxation:
        • Taxed at general corporate rates (no SBD).

          Not eligible for Carbon Rebate.

        • Key Features:
        • Private (not publicly traded).

          Shares owned by non-residents.

        3 - Public Corporation

        • Ownership: Shares listed on a Canadian stock exchange (public investment).
        • Taxation:
        • Taxed at general corporate rates.

          Not eligible for Carbon Rebate.

        • Key Features:
        • Generates income through public stock offerings.

  2. 3 - Co-operatives (For-Profit & Non-Profit)

    • Description:
    • Owned and democratically controlled by members (one member = one vote).

    • Advantages:
    • Limited liability for members.

      Profits distributed among members.

      Democratic decision-making.

    • Disadvantages:
    • Potential conflicts between members.

      Slower decision-making due to consensus requirements.

      Success depends on active member participation.

    Corporate Dissolution Advisory

    1 - Voluntary Dissolution

    • Wind-Up Planning: Develop compliant dissolution strategies under CBCA or provincial laws, prioritizing creditor settlements and asset distribution.
    • Tax Clearance: Secure CRA Certificates of Compliance to confirm all tax obligations (GST/HST, payroll) are settled.
    • Final Filings: Submit Articles of Dissolution and terminate business registrations with federal/provincial authorities.

    2 - Involuntary Dissolution

    • Creditor Negotiations: Mediate disputes and negotiate repayment plans to avoid court-ordered liquidation.
    • Regulatory Compliance: Address involuntary dissolutions triggered by non-compliance (e.g., missed annual filings, Ontario ESA violations).

    3 - Post-Dissolution Support

    • Asset Liquidation: Oversight of asset sales, intellectual property transfers, or legacy contract terminations.
    • Record Retention: Maintain legally required corporate records (7+ years) for potential audits or liability claims.

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