Settlement and Distribution Of Assets Checklist

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Whatever the form of your business, you will need for follow an organized plan for settling and distributing your assets as part of the winding down process. Your plan may have to follow guidelines set forth in your state statutes. You may also have to report the settlement and distribution to the Internal Revenue Service (IRS) and state and local tax authorities. All said, dissolving your company requires much more than just turning off the lights and walking away.

The following checklists are adopted from various sources and are provided for information only. You will have to check state statutes to determine the appropriate procedure for your business.

Partnerships

• All contracts and obligations are completed.

• All the property and assets are appraised at their book value as shown in the balance sheet at the end of the last month before dissolution.

• Creditors are paid from partnership assets; this includes partners who are creditors.

• If partnership assets are insufficient, liabilities are paid by the partners in proportion to their shares in the partnership.

• If any of the partners are insolvent, or otherwise unable or unwilling to pay, the liabilities are paid by the remaining partners in proportion to their shares in the partnership.

• The costs of winding up the partnership are paid.

• A contingency fund is set aside for the purpose of paying any taxes or liabilities that arise following dissolution.

• The remaining corporate assets are distributed:
  • To the limited partners shares of profits and interest on capital pursuant to any agreement (usually in proportion to original investment).
  • To the limited partners return of capital investment.
  • To the general partners shares of profits and interest on capital pursuant to agreement (usually in proportion to original investment).
  • To the general partners return of capital investment.

• Each partner executes whatever documents are necessary to transfer property apportioned to other partners.

Corporations

• All contracts and obligations are completed.

• All corporate assets are collected.

• All corporate assets are appraised.

• Property that will not be distributed to shareholders is sold.

• Debts are paid.

• Dissolution costs are paid.

• A contingency fund is set aside for the purpose of paying any taxes or liabilities that arise following dissolution.

• All remaining corporate assets are distributed among shareholders according to their interest in the corporation.

Limited Liability Companies

• All contracts and obligations are completed.

• All company assets are collected.

• All company assets are appraised.

• Property that will not be distributed to members is sold.

• Debts to creditors other than members are paid.

• Debts to member creditors are paid.

• The costs of winding up company affairs are paid.

• A contingency fund is set aside for the purpose of paying any taxes or liabilities that arise following dissolution.

• Capital contributions are returned to members.

• Profits or losses are apportioned among members.

Get Legal Help When Settling and Distributing Business Assets

As you can see, closing down a business requires several complicated steps, including the settlement and distribution of business assets. Much of these tasks can be done within the organization, but it's often wise to seek the counsel of an attorney. Find the right business and commercial law attorney near you.

See FindLaw's Closing a Business section to learn more about the process.