Both the Model Business Corporation Act and the Revised Model Business Corporation Act provide that any action required or permitted by these Acts to be taken at a meeting of the shareholders or a meeting of the directors of a corporation may be taken without a meeting if the action is taken by all the shareholders or directors entitled to vote on the action. The action should be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all the shareholders and/or directors entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
Georgia Resolutions of Shareholders and Directors Approving Liquidating Trust Agreement
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US-02156BG
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FAQ
A liquidating trust is a new legal entity that becomes successor to the liquidating fund. The remaining assets and liabilities are transferred into the newly formed trust and the former owners of the liquidating fund become unit holders or beneficiaries of the trust.
The purpose of a liquidating trust is to: Collect and hold assets and claims of the debtor as specified in the bankruptcy plan. Liquidate the trust assets. Resolve disputed claims.
Distributions, if any, by the Liquidating Trust to beneficiaries generally should not be taxable to such beneficiaries. The state and local tax consequences of the transfer of assets to the Liquidating Trust may be different from the federal income tax consequences of such transfer.
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.
331, a liquidating distribution is considered to be full payment in exchange for the shareholder's stock, rather than a dividend distribution, to the extent of the corporation's earnings and profits (E&P).
Complete liquidationWhen a corporation is completely liquidated, it transfers all of its assets to its shareholderswhether the assets are cash or propertyand the shareholders assume the corporation's remaining liabilities.
When a trust dissolves, all income and assets moving to its beneficiaries, it becomes an empty vessel. That's why no income tax return is required it no longer has any income. That income is charged to the beneficiaries instead, and they must report it on their own personal tax returns.
Unlike the grantor of a revocable trust, the grantor who creates an irrevocable trust cannot unilaterally terminate the trust. However, the trustee and beneficiaries can liquidate the trust by unanimous consent or on the occurrence of the right conditions.
The complete liquidation is taxed to the extent the shareholder recognizes a gain or loss. A partial liquidation results in exchange treatment for a noncorporate shareholder.
