The Short Goodbye: Liquidations and Terminations

Tax Briefings 2015 (4:00 p.m. - 5:45 p.m.)
Sullivan & Worcester Conference Center, Boston, MA
May 27, 2015

This Tax Briefings seminar, "The Short Goodbye: Liquidations and Terminations," was led by Joseph B. Darby III.

All good things come to an end, but, when the party is over, someone still has to clean up afterwards. The purpose of this course was to address, in a very practical way, how to terminate legally and properly a business entity, including formal dissolution, winding up the legal and business affairs of the entity, liquidating the entity, and then dealing with all post-liquidation issues.

The course reviewed liquidation of a C corporation, an S corporation, an LLC, a limited partnership, and certain other entities, including a Massachusetts realty trust or business trust. The course took participants carefully through the steps, including (1) giving notice of dissolution and/or forcing other equity owners to agree to a dissolution; (2) how to conduct a winding up of the affairs of a business, including fiduciary duties, practical problems about common control and eventual division of assets and business clients; (3) paying off creditors and other debtors of a business; (4) strategies to maximize collection of accounts receivable at a time when the business is simultaneously notifying people that it will no longer continue in business; (5) distributing or liquidating the assets of a business, (6) formal legal steps to terminate a business, including filing Form 966 for a corporation and filing termination documents with the secretary of state for a corporation, an LLC and a partnership; and (7) how to deal with post-liquidation collection of assets and payment of liabilities, including the formation of a liquidating trust, and the tax and legal aspects of operating a liquidating trust following legal termination of the business entity.

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