Wind-up and dissolution of an inactive non-profit
Dissolving a dormant non-profit corporation, distributing its property and filing the required documents.
What is included
- Plans the steps and the approvals required
- Prepares member and board resolutions
- Deals with CRA on revocation, final returns and transfers of assets
- Files the dissolution or amalgamation documents
- Advises on moving remaining assets to eligible recipients
What is not included
- Government filing fees and other disbursements
- Bookkeeping, audit or accounting services
- Court applications or appeals not covered by the lawyer's written retainer
- Advice on foreign law for activities outside Canada
Who this service is for
- Charities and not-for-profits that are merging
- Charities that are closing down
- Inactive not-for-profits that need to be formally dissolved
Information to have ready
- 1Governing documents and the member list
- 2Financial statements and a list of assets
- 3Recent CRA filings
- 4Details of any proposed recipient organization
How a referral works
- 1Tell us in a few words what the matter is about, and who else is involved, so we can check for a conflict of interest.
- 2We recommend an Ontario lawyer for your matter, and at least one other you could choose instead.
- 3The lawyer runs their own conflict check, confirms the scope and quotes the fee, normally in a written retainer agreement.
- 4You pay the lawyer's fee to the lawyer. Any referral fee comes out of it, is disclosed to you in writing, and never increases what you pay.
NEO Legal Services Professional Corporation is a licensed paralegal firm, not a law firm. Every step of a referral, and your rights
Frequently asked questions
What does the lawyer charge?
A typical Ontario fee for this service is $1,500–$5,000, plus HST. The lawyer quotes the actual fee before any work starts. You pay the lawyer directly; the referral itself costs you nothing.
What happens to a charity's assets when it closes?
They generally have to go to an eligible recipient, such as another registered charity, or a revocation tax may apply. Planning the transfer before revocation matters.
Can two charities simply combine?
They can merge or amalgamate, but it takes member approvals, corporate filings and CRA steps, and gifts with restrictions may need special handling.
General information only, not legal advice. NEO Legal Services Professional Corporation is a licensed paralegal firm regulated by the Law Society of Ontario.
Important limitations
- No outcome can be guaranteed, including CRA registration or approval
- CRA and government processing times are outside the lawyer's control
- The board remains responsible for the organization's decisions and filings
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