Pennsylvania 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

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.

Dissolution. The first step to closing up shop is receiving shareholder approval to formally close the corporation. The board of directors should adopt a resolution to dissolve the corporation and receive approval for the action.

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.

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.

To dissolve your corporation in Pennsylvania, you provide the completed Articles of Dissolution-Domestic (DSCB: 15-1977/5877) form to the Department of State, Corporation Bureau, by mail or in person. You may fax file if you have a customer deposit account with the Bureau.

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.

Here is the process of how to dissolve a corporation. There are two different types of dissolution depending on the reason for initiating the process: voluntary dissolution and involuntary dissolution.

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Pennsylvania Plan of Liquidation and Dissolution of a Corporation