The Basics of Corporate Liquidation


When a business cannot continue to operate, one of the most effective options is to go through a corporate liquidation. In this article, we’ll discuss the forms and processes involved, as well as the creditors and tax implications. After reading this article, you should feel well-equipped to handle the process of liquidation. And remember to contact your accountant to discuss your particular situation. In some cases, it may be necessary to get a court order, so make sure you consult a professional as soon as possible.

Tax consequences of corporate liquidation

Incorporated companies often have uncollected income that the shareholders of the corporation receive as a distribution from the liquidation. When the cash is distributed, the stock basis of the shareholder’s shares is decreased by the amount of the cash. In such a case, the amount of cash received by the shareholder is much smaller than the cash distributed. Consequently, the shareholder will recognize a gain or loss from the distribution.

In addition, the shareholders of a closely held company are also affected by the tax consequences of the liquidation. They are often left with stock of the corporation, which represents a capital asset in the hands of the shareholders. This value can be taxed as either a capital gain or a capital loss. The maximum tax rate for long-term capital gains is 15%, meaning that a taxpayer who is in the 15% ordinary tax bracket will not owe any taxes on most of the value of the liquidated shares.

Corporate liquidation is the process by which a company ceases to operate and distributes its assets to all claimants. In most cases, it occurs when the company becomes insolvent and cannot pay its debts. In liquidation, the remaining assets of the company are distributed to all creditors and shareholders, including general partners. Liquidation can also refer to the process of selling off poor-performing goods. A court-appointed trustee oversees the process.

In a compulsory liquidation, the company is required by law to shut down. The creditors petition the court to impose the liquidation, which means the company cannot pay its debts. The liquidation proceeds are distributed among the creditors, and the company’s name is struck off the register. It is important to understand that there are different forms of liquidation. There are two main types of liquidation. The first one is voluntary, and is initiated by the creditors.


If you have decided that your business is no longer viable, then you will need to file Forms for corporate liquidation. These documents will inform the IRS of your plans to dissolve the company. These processes are governed by Section 331 and 336 of the Internal Revenue Code, and they can take years to complete. The time of your final tax return will depend on the final liquidating distribution. In addition, these distributions are not reported on K-1 forms as normal distributions are, but instead on Form 1099-DIV.

The first part of the forms for corporate liquidation is the IRS form. The corporation must file Form 966 within 30 days of adopting a plan to dissolve or liquidate the company. To do this, the corporation must file its latest tax return, whether paper or e-filed. The first day of the tax year must be written in Box 6, and the last day of the tax year must be entered in Box 7a.


Corporate liquidation is a procedure in which the company pays off its debts. It pays off employees’ unpaid wages and taxes, and it pays off its creditors, both unsecured and secured. The latter type of creditor lent the company money and is entitled to payment only after the debtors are paid off. These creditors are called secured creditors because their loans are secured with collateral. Like mortgages, these creditors hold a lien on the company’s assets.

Unsecured creditors are generally paid first. They can vote for the amount they are owed or the amount they are likely to receive from the realisation of the company’s secured assets. Unsecured creditors may be paid only after the secured creditors have been paid. Junior unsecured creditors, on the other hand, have no lien on the company’s assets. This makes them the riskiest type of creditors. This is why unsecured creditors have a higher priority during liquidation.


In a corporate liquidation, stockholders gain or lose capital, depending on whether the assets of the corporation have a higher fair market value than the liabilities. A partial liquidation is different. The proceeds received by stockholders do not reduce their adjusted basis in the stock, which can increase their tax liability. Therefore, shareholders in a liquidation should expect to receive a greater gain than their initial investment. Here are the tax implications for shareholders in a corporate liquidation:

During a corporate liquidation, shareholders receive shares of the value of the company, but they may be liable for capital gains taxes if they receive more than the fair market value of the shares. The IRS covers liquidation under Section 331 of the Internal Revenue Code. The shareholders receive a distribution at any time after a specified date. A lengthy liquidation period may minimize double taxation or avoid the possibility of being deemed a personal holding corporation under Sec. 541.