California Plan of Liquidation and Dissolution of a Corporation

State:
Multi-State
Control #:
US-0076BG
Format:
Word; 
Rich Text
153 downloads

Description

Dissolution is the act of bringing to an end. It is the act of rendering a legal proceeding null, or changing its character. Under corporate law, it is the last stage of liquidation. Dissolution is the process by which a company is brought to an end.



Liquidation is the selling of the assets of a business, paying bills and dividing the remainder among shareholders, partners or other investors. A business need not be insolvent to liquidate. Upon liquidation of certain business, such as a bank, a bond may be required to be posted to assure the proper distribution of assets to creditors.

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FAQ

A plan of dissolution is a written description of how an entity intends to dissolve, or officially and formally close the business. A plan of dissolution will include a description of how any remaining assets and liabilities will be distributed.

To dissolve a corporation, California's default rules call for written consent by shareholders holding at least 50% of the voting power?the same minimum requirement if there was a vote at a meeting. However, the corporation's articles can require a higher voting percentage.

A plan of liquidation and dissolution that can be used for the dissolution of a Delaware corporation wholly owned by a US parent corporation when the parties intend to qualify the dissolution as a tax-free liquidation under Sections 332 and 337 of the Internal Revenue Code.

Liquidation Plan means with respect to any Company or any Fund, a plan of liquidation, a plan to dispose of a substantial portion of its assets out of the ordinary course of business (except in connection with a Permitted Merger) or any other plan of action with similar effect.

The quick answer. Liquidate means a formal closing down by a liquidator when there are still assets and liabilities to be dealt with. Dissolving a company is where the business is struck off the register at Companies House because it is now inactive.

Dissolution. The first step to closing up shop is receiving shareholder approval to formally close the corporation. The board of directors should adopt a resolution to dissolve the corporation and receive approval for the action.

Simply put, a dissolution is a (typically) voluntary legal closure of a business while a liquidation involves the selling of a company's assets in order to pay creditors.

Here is the process of how to dissolve a corporation. There are two different types of dissolution depending on the reason for initiating the process: voluntary dissolution and involuntary dissolution.

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California Plan of Liquidation and Dissolution of a Corporation