Corporate Tax - Shutting Down the Corporation

Note: This Live Virtual course is presented in collaboration with CPA Western Provinces. The content is applicable to all participants. If you have questions regarding this course, please contact pdregistration@cpaalberta.ca

Overview:

You will learn the tax pathways for closing a corporation, taxable wind‑ups, tax‑deferred wind‑ups, and amalgamations, and how each route affects the corporation and its shareholders. You will apply a planning‑first approach to timing, losses, distributions, and compliance steps to minimize risk and optimize outcomes.

Course Content:

This course provides a survey of issues relating to closing corporations, including: 

• Shutting‑down alternatives: taxable wind‑ups, tax‑deferred wind‑ups, and amalgamation, core mechanics and decision factors.
• Corporate‑level consequences: dividend treatment vs. share dispositions, asset sales, anti‑avoidance considerations, taxation year changes, losses, and payroll items.
• Planning tools and traps: the “bump,” PUC and ACB issues, stop‑loss rules, and debt forgiveness.
• Shareholder considerations: winding‑up dividends, capital loss utilization, timing, and documentation.
• Compliance wrap‑up: clearance certificates, liability for tax debts, refunds and interest deductibility, and other administrative matters.
• Case‑based applications comparing shutdown alternatives.

Learning Objectives:

Upon completing this course, you should be able to: 

• Distinguish among taxable wind‑ups, tax‑deferred wind‑ups, and amalgamations, and select an appropriate route for a given fact pattern.
• Identify key tax consequences for the corporation (e.g., asset dispositions, year‑end and payroll effects, loss preservation) and for shareholders (e.g., winding‑up dividends, share dispositions, stop‑loss rules).
• Apply planning considerations such as the “bump,” paid‑up capital and ACB impacts, and debt forgiveness interactions.
• Outline compliance steps and risk mitigations, including clearance certificates, refund/interest topics, and post‑dissolution assessments.

Who Will Benefit: 

• Professionals who plan for or execute corporate shutdowns (dissolutions, windups, amalgamations).
• Practitioners advising private corporations within corporate groups on end‑of‑life structuring and compliance.