Distribution of Assets Plan

Allocates entity assets among designated beneficiaries or stakeholders upon dissolution, restructuring, or other triggering events, with jurisdiction-compliant execution formalities.

Prerequisites

Entity identification — legal name, jurisdiction of formation, EIN
Triggering event — dissolution, restructuring, death/incapacity of principal, merger
Asset inventory sources — balance sheets, deeds, account statements, appraisals
Beneficiary information — legal names, relationships, contact info, ownership percentages
Governing documents — articles of incorporation, bylaws, operating agreement, shareholder agreement
Jurisdiction — state of formation and any states where assets are located

Output Structure

1. Preamble

| Element | Content | | --- | --- | | Entity name & type | Full legal name, state, entity type | | Effective date | Date of plan execution or triggering event | | Triggering circumstances | Dissolution vote, court order, death, restructuring resolution | | Legal authority | Governing statute (e.g., state Business Corporation Act, LLC Act) [VERIFY jurisdiction] | | Plan purpose | One-sentence statement of intent |

2. Asset Inventory

For each asset, capture:

| Field | Detail | | --- | --- | | Asset ID | Sequential reference number | | Category | Real property / Financial account / Business interest / IP / Equipment / Other | | Description | Legal description, institution + last-4, registration # as applicable | | Current FMV | Appraised or book value; valuation date | | Encumbrances | Liens, mortgages, pledges, transfer restrictions | | Disposition method | Liquidate / Transfer in kind / Retain for wind-down |

Categories to address:

[ ] Real property (legal descriptions and recording references)
[ ] Bank and investment accounts
[ ] Accounts receivable and notes receivable
[ ] Business interests / subsidiary equity
[ ] Intellectual property (patents, trademarks, copyrights, trade secrets)
[ ] Contracts and licenses (flag assignable vs. non-assignable)
[ ] Equipment and personal property above threshold value
[ ] Tax attributes (NOLs, credits) — note transferability limits [VERIFY]
[ ] Pending litigation claims or recoveries

3. Beneficiary Designations

| Beneficiary | Type | Legal Name | Role | Allocation % | Contingent | | --- | --- | --- | --- | --- | --- | | B-1 | Primary | | Shareholder / Creditor / Officer | | | | C-1 | Contingent | | | | |

Special designations:

Minor beneficiaries → identify custodian or trustee
Entity beneficiaries → confirm authorization to receive
Creditor priority → note statutory distribution waterfall [VERIFY state law]
Special needs beneficiaries → flag for supplemental needs trust review

4. Distribution Methodology

| Method | Use When | | --- | --- | | Percentage allocation of liquidation proceeds | Assets to be sold; pro-rata distribution | | Specific bequest of identified asset | Named asset to named beneficiary in kind | | Staged distribution schedule | Ongoing wind-down, contingent assets, disputed claims | | Liquidating trust | Complex assets requiring post-dissolution management |

Tax and equalization:

Identify built-in gain assets; note IRC §§ 331, 336 implications for C-corps [VERIFY]
Include equalization language for in-kind assets of unequal value
Address transfer taxes, recording fees, and cost allocation

5. Distribution Timeline

Day 0:    Plan adopted / triggering event
Day 1–30: Appraisals finalized; creditor notice period [VERIFY state law]
Day 30–X: Liquidation of sale-designated assets
Day X:    Creditor distributions (priority per state dissolution statute)
Day X+Y:  Equity holder / residual beneficiary distributions
Final:    Certificate of dissolution filed; administrator discharged

6. Contingency Provisions

| Scenario | Plan Provision | | --- | --- | | Beneficiary predeceases | Specify alternate or redistribution among survivors | | Beneficiary disclaims | Specify timeframe (≤9 months for tax purposes [VERIFY]) | | Beneficiary cannot be located | Holdback period before escheat to state unclaimed property | | Asset value materially changes | Rebalancing or pro-rata adjustment mechanism | | Disputed asset | Escrow agent and dispute resolution mechanism |

7. Administrative Powers

The plan administrator shall have authority to:

[ ] Sell, transfer, or convey assets
[ ] Execute documents on behalf of the entity
[ ] Retain professionals (counsel, accountants, brokers)
[ ] Pay wind-down expenses from entity assets
[ ] File tax returns and resolve tax liabilities
[ ] Settle claims against the entity
[ ] Make partial distributions pending final asset resolution

Dispute resolution: mediation → arbitration → [jurisdiction] court.

8. Execution Block

Per jurisdiction requirements [VERIFY state-specific formalities]:

Authorized signatory signature + title
Witness signatures (number per state law)
Notary acknowledgment
Board resolution or unanimous written consent as exhibit
Filing requirements (e.g., plan of dissolution with Secretary of State)
Number and location of originals

Guidelines

Distributions to equity holders cannot precede creditor satisfaction; confirm state dissolution waterfall before drafting.
Many states require tax clearance certificate before dissolution is final [VERIFY by state].
Flag non-assignable contracts requiring third-party consent; exclude from distribution until consent obtained.
Transfers of business interests may trigger securities law obligations [VERIFY].
Insert [BRACKET] placeholders for all client-specific values not in source documents.
Do not include account numbers or SSNs in the document body; reference by exhibit.