The owners of the S corporation have the right to receive property or proceeds from property liquidation only upon the discharge of all outstanding obligations to creditors. File a certificate of termination with the finance department, or appropriate corporate regulating agency, in the state where the S corporation is registered.As a tax-paying organization, an S corporation is required to settle outstanding state income or privilege tax obligations for the last year of existence and for unpaid taxes from previous years. A dissolving S corporation is required to file form 966 with the IRS within 30 days of adopting a corporate resolution to dissolve and liquidate the S corporation.Corporations in the process of a complete liquidation – either to terminate the business or change its structure to a non-corporate status -- are required by law to transfer all cash and property assets back to shareholders as payment in full for the exchange of stock.Section 331(a) of the IRS tax code says that if a shareholder is eligible to receive a cash liquidation distribution totaling 0 or more, the distribution must be reported on Form 1099-DIV.State business codes specify the procedures corporate managers must follow to execute the legal termination and asset liquidation of an S corporation. Obtain a vote and decision to dissolve the S corporation from shareholders.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.State laws typically require managers of the dissolving S corporation to inform all creditors with pending claims against the S corporation of the decision to dissolve. Liquidation includes distributing and selling property and other assets the S corporation owns.Notifying each creditor helps identify the rightful claimants of any proceeds from liquidated company assets. The proceeds from the sale or distribution of property must go toward paying all outstanding debts and obligations the S corporation holds.
This return can be made in more than one distribution if a shareholder purchased blocks of stock over time, as opposed to making a one-time purchase.Creditors, owners and members are eligible to receive proceeds from property liquidation.However, in many states, creditors have first priority to claim proceeds from property sold to settle debts.Dissolution is an “administrative” termination of the corporation and while it is a usual first step, it doesn’t necessarily mean the corporation is folding.
If the governing state allows dissolved corporations to retain assets, the corporation can continue to exist.
Based in Green Bay, Wisc., Jackie Lohrey has been writing professionally since 2009.