Plan of Liquidation and Dissolution

Produces a governance-compliant dissolution plan covering approval history, creditor notice, claims administration, liquidation sequencing, distribution mechanics, tax clearance, and state termination filings.

Quick Start

Gather before drafting:

1. Entity docs — charter, bylaws, shareholder agreement, state of incorporation.
2. Board resolution — date, quorum, vote counts, authorization language.
3. Shareholder vote — consents or meeting results with class-vote handling if applicable.
4. Financials — stock ledger (class/rank), asset/liability schedules, pending litigation, tax status.
5. Filing requirements — state secretary of state forms/fees/waiting periods, Form 966 deadline.
6. Creditor communications plan — known creditor list, publication channel for unknown creditors.

Core Workflow

1. Build Entity & Jurisdiction Matrix

| Item | Inputs | Controls | |---|---|---| | Entity identity | Legal name, formation state, tax ID, principal office | Mirror formation records exactly | | Timeline | Target adoption, creditor response, filing dates | State-compliant intervals [VERIFY] | | Approvals | Board + shareholder actions, class vote mechanics | Include vote tallies and rights analysis | | Creditor admin | Known/unknown creditor list, claim deadlines, reserves | Align notice language with statute [VERIFY] | | Distribution | Liabilities stack, reserves, preference classes | Document liquidation preference and conversion formula | | Tax package | EIN, filing history, state tax IDs | Integrate Form 966 and final tax obligations |

2. Draft Sections (Fixed Order)

1. Preamble & Recitals — corporate identity, statutory basis, date, reasoned basis.
2. Authorization — board meeting/consent details, shareholder vote by class, exhibit references.
3. Notice & Claims — delivery methods, deadlines, publication terms, claim form language.
4. Winding Up — contract closure, litigation handling, asset conversion strategy.
5. Priority Payments — expense waterfall: liquidation costs → wages → taxes → secured → unsecured → contingencies. Include reservation schedule.
6. Shareholder Distribution — class-based preference, pro rata mechanics, in-kind vs. cash, per-share calculation worksheet.
7. Tax & Compliance — Form 966 filing, final returns, state/federal clearances, record retention.
8. Dissolution Filings — Articles/Certificate of Dissolution, signature authority, filing checklist.
9. Execution — effective date, cure period, officer certification, signature blocks.

3. Deliverables Checklist

• [ ] Date-stamped preamble and recitals
• [ ] Governance evidence paragraph for each required threshold
• [ ] Creditor notice log template and publication proof list
• [ ] Reserve memo (disputed, environmental/contingent, tax exposure)
• [ ] Distribution worksheet by share class
• [ ] State filing exhibit index with filing copies
• [ ] Post-filing action list with retention and audit handling

Pitfalls & Checks

• Define "dissolved," "wound up," and "terminated" separately — never interchange without definition.
• Preserve board/shareholder decision chronology as enforceable fact paragraphs.
• Never state creditors are "waived" without documented statutory or consent basis.
• Unknown creditors: use published notice period exactly as permitted by state law [VERIFY].
• Include separate class distribution schedule whenever preferred rights exist, even if zero-value.
• Add statutory references only after jurisdiction verification [VERIFY].
• Nonprofit wind-down: route residual assets to qualified tax-exempt recipients per governing tax law [VERIFY].
• Retain closing papers and tax support for statutory period (typically 3–7 years; confirm exact duration).