Delaware Plan of Liquidation and Dissolution of a Corporation

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US-0076BG
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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

No, a company is not dissolved after liquidation. Dissolving a company and liquidating it are two separate procedures. Liquidating a company means selling off its assets to claimants whereas dissolving a company is deregistering it.

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.

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.

However, in some cases, complete liquidation need not be accompanied by a formal or legal dissolution of the corporation.

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.

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.

You'll need to complete and mail the appropriate dissolution form and a cover memo, along with the filing fee, to the Delaware DOS. You can find the dissolution forms and the cover memo on the dissolutions and cancellations section of the Division of Corporations website.

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.

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Delaware Plan of Liquidation and Dissolution of a Corporation