This course will focus on the many tax issues that arise, from a compliance and planning perspective, when shutting down a corporation. It will focus exclusively on private companies. Common traps and planning opportunities that arise when shutting down corporations will also be discussed.

Whether for performance reasons, planning reasons, or just because of the evolution of the life-cycle of a corporation (or its shareholders), CPAs are often required to assist in the “shutting down” of a corporation. This may occur via dissolution, amalgamation, or wind-up. This course discusses the key tax considerations to address in each of these scenarios.

Although there will be coverage of the issues associated with the winding-up of smaller “mom and pop” type corporations that are ceasing operations, this only represents a small portion of the course coverage. The remainder of the course coverage will be more applicable to corporations within larger corporate groups. As an intermediate level course, there will not be any coverage of specific issues related to T2 preparation.

Topics Include:

• Taxable wind-ups
• Tax-deferred wind-ups
• Tax-deferred amalgamations
• Issues impacting shareholders of corporations being shut down
• Issues relating to winding-up dividends
• Tax issues relating to the disposition of shares and debts
• Debt forgiveness issues that arise on winding up
• Losses
• Clearance certificates, liability for tax debts, tax refunds, assessing a dissolved corporation
• PUC and ACB issues (corporate and shareholder)

NOTE: This course description has been revised and reflects updates for 2024. If you have any questions, please contact pdevents@cpaontario.ca.

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By the end of this course, participants should be able to:

• Understand the different ways in which a corporation can be “shut down”.
• Understand the key tax issues associated with the taxable windup of a corporation. Understand the key tax issues associated with the tax-deferred windup of a corporation.
• Understand the key tax issues associated with the amalgamation of two or more corporations.
• Understand the key tax issues for the shareholders of corporations that are being “shut down”.