Quick answer: Whether the corporation is being dissolved or sold, the failures are ordering failures: assets distributed before tax is settled, accounts left open generating demands for returns nobody means to file, dissolution before clearance so directors inherit exposure. The safe order for a wind-down: stop activity → final returns for every account → settle balances → clearance → distribute → dissolve.
A sale replaces the middle with a transaction that needs its own advice. Closing also means closing each CRA corporation program account — GST/HST, payroll and corporate income tax close separately, and one left open keeps generating filing demands.
On this page
The wind-down, in order
- Every CRA account closes with a final filing — GST/HST, payroll and corporate tax each have a last return, and an account left open keeps generating obligations for a company you think is finished. The mechanics live in dissolving a corporation.
- Clearance before distribution. Distribute remaining assets to yourself before tax debts are certain, and those debts can follow the directors personally. The clearance certificate exists precisely to make distribution safe — it goes before, not after.
- Dissolve last. Legal dissolution is the period at the end of the sentence, and the registry step belongs to your lawyer.
Where a sale is different
A sale ends things for you, not the corporation. Shares or assets is the fork: a share sale can use the lifetime capital gains exemption if conditions are met; an asset sale is taxed inside the corporation, with proceeds still to extract. Buyers and sellers want opposite doors, so price and structure are negotiated together, and some conditions take years to meet. Where a lawyer is acting, we work alongside; see working with lawyers. Before you sell corporation shares or assets, settle which side of that fork you are on, because the structure decides your tax outcome.
Selling the business’s assets rather than the shares? The GST44 election can let them pass without GST/HST, provided the buyer is registered and takes substantially all of what is needed to carry on the business.
Either way: the books decide the speed
Every ending runs through current books, a buyer’s diligence or a final return, either way reconstructed records are the delay and the cost. If the books are behind and an ending is on the horizon, catch-up is the first step of the sequence, not a parallel task.
The order the steps happen in decides the tax, which makes this the tax planning a wind-up or sale needs rather than paperwork.
Fastest first step: email what you’re facing to info@everstonecpa.com — reply within one business day, and we take it from there by email.
General information, not tax advice. The document in your hand and its own dates govern.
Other business advisory work
The rest of what this covers, and the page each one is on.
Common questions about closing or selling
How long does a clean wind-down take?+
Can I just stop filing and let the corporation die?+
I might sell in a couple of years. What should I do now?+
Do I need a lawyer as well as an accountant for this?+
Endings reward the organized
Email where you are in the story — winding down or heading to a sale — and get the sequence for your case.
Email us — info@everstonecpa.comGet My Fixed Quote“Personal. Professional. Responsive. Plus he saved me a bundle!”
Winding up, selling, or restructuring
Starting fees
Every fee is fixed in writing before any work begins.
- Corporate year-end and T2 returnfixed fee, quoted in writingThis page
- Monthly bookkeeping, sales tax filing includedfrom $325 a month
- Payroll, remittances, T4s and ROEsincluded in monthly bookkeeping
- Books, payroll and the year-end T2 together$500–$700 a month
- Personal tax return (T1)from $125; self-employed or rental $275–$500
- Catch-up bookkeepingfrom $2,200 per year of records
- Controller or CFO supportcontroller from $1,650, CFO from $2,750 a month
- One-off advice call with a CPA$225 plus applicable tax