dioguarditaxlaw
thanks for clearing that up...
we're just trying to help our visitors get to know companies better...
I'm glad that you dropped by to clarify what your company does....

cheers

My sincere apologies to the DioGuardi Tax Law Firm.

When I posted in October, 2010, I was not aware of the multiplicity of services that your firm offers. I know that your Tax Law Firm enjoys an enviable and respected reputation in the legal and tax community.

It is much appreciated that you took this opportunity to share with our readers and members the many services that your firm offers.

It should also be pointed out to our many readers and members of the valuable knowledge and experience that you gained while engaging in litigation work as an employee of the CRA

Thank you for sharing with this forum the many tax-related services that your firm offers. Should any of our readers or members experience tax problems with the CRA, I would highly recommend your firm to them.

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Educating one Consumer at a time

I respond formally to this post by Mr. FOOTLOOSE on May 31, 2010. I do not know Mr. Footloose. He is, however, in error in presuming to describe the services offered by this law firm. DioGuardi Tax Law provides legal protection and tax resolution services for all manner of tax issues, including filing delinquencies and payment delinquencies with respect to the tax authorities who collect income tax, and trust monies such as GST/HST. source deductions, and EHT. The firm also manages tax audits, objections, appeals and tax litigation, and will assist to remove bank levies, wage garnishments, seizure and sale orders, and more. This information is provided for the assistance of your readers and to correct the presumption of your poster in mis-advising his posting colleagues.

The tax law firm of DIOGUARDI only deals with taxpayers who have not filed income tax returns for several years and have taxable income and therefore have taxes to pay. They also deal with taxpayers who have not reported income or have underreported income. As a result of these situations, it is customary for CRA to assess heavy penalties and interest. Under a recent change to the Income Tax Act, CRA can only assess or reassess back 10 years. Beyond that time period assessment or reassessment is barred. The law firm of Dioguardi will negotiate on behalf of the taxpayer to reduce or possibly eliminate these penalties and interest and attempt to shorten the assessment period of 10 years.

They DO NOT negotiate the payment of Federal Sales Taxes ( GST ) because these are TRUST funds and must be paid to CRA. The directors and officers of a corporation are PERSONALLY responsible for the payment of these funds should the corporation be devoid of any assets or funds to make the payment. In the case at hand, the liability has already been established, however, there were no funds available from which payment could be made either from the corporation or from the director/officer. If a corporation cannot pay it's income taxes, the directors and officers are personably relieved of this liability.

I hope this clarifies the situation.

Have you ( or anyone reading this thread ) talked to or used these gentlemen?

www.dioguardi.ca

(I was trying to remember their names from the TV ads, and here they have a Google ad at the top of the thread - a little coin for monty)

Thanks for clarification, footloose !
I'll now take some time to learn more about dissolution process details.

Following your advice, I'll try to talk to CRA to let them know that I'm not someone who wish to hide their money, and meanwhile I'll try to go through a dissolution process.

Technically, you can dissolve an Ontario Corporation without obtaining the necessary Clearance Certificates from CRA. However, if this was a Federally incorporated company, this would not be the case. As I indicated in my previous thread, the Ministry of Government and Consumer Services in Ontario is only concerned with matters within its provincial jurisdiction. It has no jurisdiction over the filing of federal corporate tax returns, and the payment of federal income taxes. It has no jurisdiction over the filing of federal excise and sales tax returns and the collection and payment of federal excise and sales taxes. That is why the filing of CRA Clearance Certificates together with the "Articles of Dissolution" is not a legal requirement. The Province of Ontario only requires that you satisfy the provincial requirements. You do this by obtaining a letter from the Ministry of Revenue consenting to the dissolution of your Ontario Corporation. In my previous thread, I provided the details as to how to obtain this letter.

However, I specifically draw your attention to my "PLEASE NOTE" comment. I cannot over-emphasize the need to be cognizant of the fact that in your case, this GST liability clearly exists. How, if and when you deal with it is strictly between you and the CRA.

I do not suggest that you start a letter-writing campaign between you and the CRA unless you want to acknowledge your liability and negotiate a repayment plan. It becomes very important to keep the lines of communication open. My experience with the CRA is that they will work with you providing you are up-front with them. It's when taxpayers attempt to evade the CRA that they can become nasty and use strong enforcement techniques.

As long as you feel comfortable, I would suggest that you proceed to dissolve your corporation. You now have all the information required to complete a successful dissolution.

Good Luck and have a GREAT DAY

Thank you footloose,

As far as I can see, I cannot dissolve a corporation now when it owes something to the government.

I consider writing them a letter instead of calling. My reasons are as follows:

- I can provide all verifiable factual information plain and simple and don't miss important things.
- There will be no misunderstanding when everything's in writing.
- I am quite experienced in writing strong convincing letters that takes the reader to the only favorable decision.

Do you think it's worth doing in my situation ? I can even share the text here as a piece of my personal experience.

If you want to form an Ontario Corporation, you must complete and file "Articles of Incorporation". If completed correctly, the Ministry of Government and Consumer Services will issue a "Certificate of Incorporation". This becomes the Corporation's "Birth Certificate".

If you wish to dissolve an Ontario Corporation, you must complete and file "Articles of Dissolution". If completed correctly, the Ministry of Government and Consumer Services will issue a Certificate of Dissolution". This becomes the Corporation's "Death Certificate".

The procedures for completing the Articles of Dissolution together with the accompanying forms, letters and fee are as follows:

1. Complete the Articles of Dissolution ( Form 10 approved by the Minister as provided for in the Regulations made under the Business Corporations Act ) in duplicate, bearing original signatures on both copies.

2. A letter consenting to the dissolution from the Ministry of Revenue. This letter must be submitted within 60 days after the Ministry of Revenue provides consent. The purpose of this letter is to provide assurance to the Ministry of Government and Consumer Services that all provincial corporate tax returns have been filed and assessed, that all provincial corporate taxes have been paid and all provincial sales tax returns have been filed and assessed and any outstanding taxes paid. You can contact the Ministry of Revenue at:

Client Accounts and Services Branch
33 King Street West
Oshawa, ON L1H 8H6
Fax 905-433-5418

3. A Clearance Certificate, TX21 from CRA indicating all Federal tax returns have been filed and assessed and there are no unpaid income taxes. You can apply for this Certificate by completing Form TX19
"Asking for a Tax Certificate".

4. Under Section 270, Part IX, Excise Tax Act, you can file Form

GST 352 "Application for Clearance Certificate" indicating all General Sales Tax Returns ( GST ) have been filed and assessed and there are no unremitted sales taxes.

PLEASE NOTE The Clearance Certificates mentioned in items 3 and 4 are not mandatory to be filed with the Articles of Dissolution, however, failure to obtain them leaves all directors and officers of the Corporation personally liable if there remains a liability to CRA or upon a subsequent audit of the Corporation, a tax liability is assessed.

5. A Dissolution Fee of $25 is payable to the Minister of Finance.

As you can see, the procedures to dissolve an Ontario Corporation can be complex and very time-consuming although the fee to be paid is minimal. This is why many small incorporated businesses do not proceed with the legal dissolution of a corporation and their directors, officers and shareholders simply "walk away". By the time CRA and the Ministry of Revenue catches up with the corporation, the directors and officers together with any assets have disappeared and the government is left "holding the bag".

In my situation, I did not formally dissolve the corporation. I walked away from the corporation owing in excess of $13,000 in unremitted GST because no funds were available. Currently, under the Income Tax Act, CRA can only go back 10 years to assess or reassess a tax liability. This situation took place over 10 years ago, therefore to enforce collection of this debt is now barred.

I trust that I have provided you with some background and insight regarding the dissolution of an Ontario Corporation.

Good Luck and have a GREAT DAY

>There's an old saying "You can't get blood from a stone".
Exactly. I'm only worried about possible consequences - if they can't get some blood from stone now, they may demand LOT of blood later...

>I never had enough funds remaining to remit the GST.
My situation is a little bit different, since all government payments were made on time when everything was Ok in my business.

>The company then ceased doing business under that name.
Forgive my ignorance, but does it mean that you declared it officially somehow, or just left everything as it was ?

>my company ( now defunct )
Did you manage to close the company still owing GST ?

My advice to you would be to contact CRA
>That's what I'm going to do; just seeking advice before I'll be ready to discuss the matter.

>Tell them that you are not able to make any payments at this time but if circumstances change, then maybe you can work out a repayment plan.
Exactly. I appreciate paying taxes (lived too long in a country where tax system is completely ruined, witnessed the consequences) and I'm ready to pay but not right away, when I'm just beginning to recover financially. If they give me 18..24 months, I'm sure I'll be able to pay.

>If you are employed, they could issue a wage garnishee.
Self-employed. Not an option.

>Or they could invoke a set-off rule whereby they will seize any tax refund when you you file your annual tax return.
It is Ok for me.

>Or they could suspend your quarterly GST cheque.
Ok as well. Everything is Ok until they don't try to leave me without that very little I currently have - I mean my [personal] bank account and RESP in the first place.

Thank you again for your advice; I find it very useful and supporting.