Rhode Island Plan of Liquidation and Dissolution of a Corporation

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Multi-State
Control #:
US-0076BG
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Word; 
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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

Does dissolution or liquidation come first? Although dissolution and liquidation are both methods of closing a business, they are two very different processes. Dissolution, or the process of dissolving a company, will occur after a liquidation as the business must be struck off the Companies House register.

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.

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.

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.

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.

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.

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.

To close your business in Rhode Island, you must satisfy all filing obligations with both the RI Division of Taxation and the RI Department of State. To dissolve your business, it must be active and up to date with all filings with the RI Department of State. To verify your status, email corporations@sos.ri.gov.

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Rhode Island Plan of Liquidation and Dissolution of a Corporation