Plan of complete liquidation and dissolution

State:
Multi-State
Control #:
US-CC-9-352
Format:
Word; 
Rich Text
Instant download

Description

This sample form, a detailed Plan of Complete Liquidation and Dissolution document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

Definition and meaning

A Plan of Complete Liquidation and Dissolution is a formal document that outlines the process by which a corporation ceases its business operations, liquidates its assets, and distributes the remaining assets to its shareholders. This plan ensures that all debts and liabilities are settled before the company is formally dissolved.

Key components of the form

This form typically includes:

  • The adoption of the plan by the shareholders.
  • Details regarding the cessation of business activities.
  • Methods for determining shareholders’ interests in remaining assets.
  • Provisions for setting aside reserves for taxes and expenses.
  • Instructions for filing dissolution documents with state authorities.
  • Authorization for the directors and officers to execute required actions.

Who should use this form

This form is intended for businesses that have decided to fully dissolve their operations and liquidate their assets. It is typically used by corporations, partnerships, or LLCs that have completed necessary steps to wind down their business and seek to formally conclude their affairs.

How to complete a form

To successfully complete the Plan of Complete Liquidation and Dissolution, follow these steps:

  1. Gather necessary corporate documentation, including shareholder information.
  2. Draft or finalize the plan, ensuring all required information is included.
  3. Schedule a meeting with shareholders to vote on the plan.
  4. Obtain the necessary approval and document the adoption date.
  5. Prepare and set aside reserves for any expenses and taxes.
  6. File the required dissolution documents with the appropriate state authorities.

Benefits of using this form online

Using this form online offers several advantages:

  • Convenience: Access and complete the form from any location.
  • Speed: Instant access to templates can save time in the dissolution process.
  • Accuracy: Online forms are often designed to reduce common errors.
  • Guidance: Many platforms provide instructional materials, aiding in proper completion.

Common mistakes to avoid when using this form

When completing the Plan of Complete Liquidation and Dissolution, be aware of these common pitfalls:

  • Failing to adequately inform all shareholders about the plan.
  • Neglecting to hold the required vote or document the results.
  • Not properly assessing the value of assets and setting reserves.
  • Overlooking the need for timely filing of required dissolution documents.

How to fill out Plan Of Complete Liquidation And Dissolution?

When it comes to drafting a legal document, it’s easier to delegate it to the specialists. Nevertheless, that doesn't mean you yourself can not find a template to utilize. That doesn't mean you yourself can not find a template to use, however. Download Plan of complete liquidation and dissolution from the US Legal Forms web site. It provides numerous professionally drafted and lawyer-approved documents and samples.

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FAQ

Write your business's name, address, and EIN at the top of the form. Complete Box 1 with the date of incorporation. Complete Box 2 with the location of incorporations. Use Box 3 to indicate whether this is a complete or partial liquidation.

Liquidate means converting property or assets into cash or cash equivalents by selling them on the open market. Liquidation similarly refers to the process of bringing a business to an end and distributing its assets to claimants.

332 provides tax-free treatment to the corporate shareholder's gain or loss from the receipt of the subsidiary's property in liquidation, and Sec.1504(a)(2) (generally 80% by voting power and value) and the distribution was made in complete cancellation or redemption of all the stock of the liquidating corporation.

In that process, the corporation notifies creditors of the impending cessation of business and does all acts appropriate to liquidate its business, such as collecting and selling assets, discharging liabilities, and distributing any remaining assets to shareholders.6 The corporation may, but is rarely required to,

Liquidation is important if a business fails due to anything from a lack of visionary management to increasing debts; from almost-zero revenue inflow to rising costs of unnecessary assets. Absence of profit planning and control on the continuity of losses for extended periods also call for liquidation.

Plan of Liquidation means a plan (including by operation of law) that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously) (i) the sale, lease, conveyance or other disposition of all or substantially all of the assets of the referent

After the costs of liquidation, secured creditors and preferential creditors are paid first, and then unsecured creditors. Creditors with valid specific security over stock and equipment (such as retention of title clauses or leases) generally have priority to recover those items where they can be clearly identified.

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Plan of complete liquidation and dissolution