Dissolving an S corporation and liquidating its assets is more complicated than it may seem at first.
When you're going out of business, your board of directors has a legal duty to maximize the value of the corporation's assets while trying to get rid of everything as quickly as possible.
Although your corporate bylaws or state laws may spell out the liquidation and dissolution process, the methods used are generally similar between corporations.
Liquidation of assets occurs once your S corporation has filed its dissolution paperwork with your state’s business registration office, frequently the secretary of state or similar state agency.
For example, you could include a provision stating only corporate officers can vote for a liquidation plan or that the corporation must hold a meeting of shareholders before the liquidation plan is approved.
If your bylaws give your officers authority to approve dissolution and establish a liquidation plan, the consent of a majority of officers is typically required to begin the dissolution and liquidation process.
State laws commonly require the managing parties of an S corporation to initiate state dissolution procedures only when authorized by shareholders. Stop conducting business on behalf of the S corporation being dissolved.While “complete liquidation” is not defined by the Internal Revenue Code, IRS regulations suggest that your corporation enters liquidation status when it ceases to be a going concern and, instead, corporate activities are mainly for the purpose of closing down the business, paying corporate debts and distributing remaining assets to the shareholders.You can draft your corporation’s bylaws to describe specific processes for liquidation and dissolution.Tax Treatment of S Corporation Liquidations Under Code Sec.1371, except as otherwise provided in the Code, and except to the extent inconsistent with subchapter S, the provisions relating to C corporations apply to an S corporation and its shareholders.