4. Generally, the dissolution of a corporation is authorized by the applicable federal or provincial statute only where it can be shown that
(a) the debts, obligations or liabilities of the corporation have been extinguished or provided for, or that creditors have given consent to the dissolution and
(b) after the interests of all creditors have been satisfied, all remaining property of the corporation has been distributed among its shareholders.
5. Where the formal dissolution of a corporation is not complete but there is substantial evidence that the corporation will be dissolved within a short period of time, for the purpose of subsections 88(1) and (2) the corporation is considered to have been wound up. Evidence confirming that proposed dissolution would generally require proof that the requirements for dissolution, as outlined in 4 above, have been met. …
9. Pursuant to subparagraph (b)(i) of the definition of "disposition" in section 54, there is a disposition of the shares of a corporation when the shares are cancelled. It is the Department's position that in the case of a corporation being wound up, the shares are cancelled when the certificate of dissolution is issued. In addition, even though the formal dissolution of a corporation has not occurred, the Department will consider that there is a disposition of the shares when subsection 88(1) or (2) applies to the corporation in the circumstances described in 5 above.
