Corporation Dissolution Case Studies

6 Corporation Dissolution tax and accounting engagements in full — what the client came to us with, what we did, and what it was worth. Each one is specific to corporation dissolution work, not a general example.

Case Study 1 · CRA review defended

$24,000 Proposed Adjustment Withdrawn In Full — E-Commerce Seller Incorporating Federally, Burnaby

Client: An e-commerce seller incorporating federally  ·  Where: Burnaby, British Columbia  ·  Engagement: 5 weeks, fixed fee

Adjustment withdrawn$24,000
File closed in5 weeks
Penalties assessedNone

The situation

An e-commerce seller incorporating federally in Burnaby, British Columbia received a proposal letter opening a review of corporation dissolution. The CRA had identified a corporation dissolved administratively for missed annual returns while still operating and proposed an adjustment of $24,000, with 30 days to respond.

What we did

We treated the response as an evidence exercise rather than an argument. We reconstructed the minute book with resolutions for each historical dividend and share transaction, then indexed every supporting document against the specific line the auditor had questioned.

The result

The proposed adjustment was withdrawn in full — all $24,000 of it. The file closed in 5 weeks with no change to the assessed amounts and no penalty.

Case Study 2 · Missed incentive claimed

$96,000 Credit Claim Filed And Accepted Without Adjustment — Partnership Converting to a, Victoria

Client: A partnership converting to a corporation  ·  Where: Victoria, British Columbia  ·  Engagement: 7 weeks, fixed fee

Claim value$96,000
AcceptedWithout adjustment
RepeatableAnnually

The situation

A partnership converting to a corporation in Victoria, British Columbia assumed the credits did not apply to a business its size. Dividends paid for three years with no directors’ resolutions behind them meant they had applied all along.

What we did

We identified the qualifying activity, built the documentation to support it, and restructured the share capital so dividends could be directed deliberately, respecting the TOSI rules.

The result

$96,000 recovered. Because the eligibility analysis is on file, the same claim can be repeated each year with a fraction of the effort.

Case Study 3 · Sale and succession

$880,000 Sheltered By The Lifetime Capital Gains Exemption — Contractor Incorporating for Liability, Guelph

Client: A contractor incorporating for liability reasons  ·  Where: Guelph, Ontario  ·  Engagement: 8 weeks, fixed fee

Gain sheltered$880,000
ClosingOn schedule
Share qualificationMet

The situation

A contractor incorporating for liability reasons in Guelph, Ontario had an offer on the table and 14 months to close. The shares did not qualify for the capital gains exemption, and passive assets sitting inside the operating company, disqualifying the shares was part of the reason.

What we did

We purified the corporation so the shares met the qualifying tests, then revived the corporation, filed the outstanding annual returns, and set a compliance calendar covering both the corporate registry and the CRA well ahead of the closing date.

The result

The sale closed on schedule with $880,000 sheltered by the lifetime capital gains exemption across the shareholders.

Case Study 4 · Backlog brought current

Collections Halted And $86,000 Cut From A 6-Year Backlog — Professional Forming a Professional, Mississauga

Client: A professional forming a professional corporation  ·  Where: Mississauga, Ontario  ·  Engagement: 6 weeks, fixed fee

Balance reduced by$86,000
Backlog cleared6 years
CollectionsHalted

The situation

By the time a professional forming a professional corporation in Mississauga, Ontario called, 6 years were outstanding and the CRA had assessed on estimates. Underneath it sat GST/HST collected for eight months before the RT account was ever opened.

What we did

We reconstructed the records year by year and selected a year-end that put the balance-due date after the seasonal cash peak, then registered every program account the business actually needed. Each filing replaced an arbitrary assessment with a real one.

The result

The account is current. Filing on real numbers rather than CRA estimates reduced the balance by $86,000, and a relief application addressed part of the accumulated interest.

Case Study 5 · Structure rebuilt

Corporate Structure Rebuilt For $10,000 Of Annual Savings — Founder Setting Up a, Surrey

Client: A founder setting up a holding structure  ·  Where: Surrey, British Columbia  ·  Engagement: 6 weeks, fixed fee

Saving per year$10,000
DocumentationComplete
Transfer basisRollover

The situation

The structure at a founder setting up a holding structure in Surrey, British Columbia had been set up years earlier for a business that no longer existed, and dividends paid for three years with no directors’ resolutions behind them had become expensive.

What we did

We reconstructed the minute book with resolutions for each historical dividend and share transaction. The reorganisation used the rollover provisions rather than a taxable transfer, so no tax fell due on the restructuring itself.

The result

$10,000 of annual saving, achieved on a tax-deferred basis. The minute book, elections and valuations are all in the file.

Case Study 6 · Objection and relief

$135,000 Of Penalties And Interest Cancelled On Relief — Corporation Reviving After Administrative, Brampton

Client: A corporation reviving after administrative dissolution  ·  Where: Brampton, Ontario  ·  Engagement: 6 weeks, fixed fee

Penalties and interest cancelled$135,000
Relief groundsAccepted
AssessmentAdjusted to filed position

The situation

An assessment of $135,000 landed at a corporation reviving after administrative dissolution in Brampton, Ontario following a desk review. The auditor had not seen the records behind a corporation dissolved administratively for missed annual returns while still operating.

What we did

We restructured the share capital so dividends could be directed deliberately, respecting the TOSI rules, then set out the legislative basis for the position alongside the documents supporting it.

The result

$135,000 of penalties and interest was cancelled under the taxpayer relief provisions, and the underlying assessment was adjusted to match the filed position.

Reviewed for the 2025 tax year by Udit Gupta, Certified Tax Accountant. Figures describe representative engagements of this type; outcomes depend on your own facts. Client names and identifying details are omitted for confidentiality.

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