Corporate Liquidation Attorney for Safe Asset Distribution

BCL § 1005 allows asset sales during winding up. Remaining assets may be distributed only after liabilities are paid or adequately provided for. BCL § 719 can impose director liability for a post-dissolution distribution made without paying or providing for known liabilities.

• Build a liability schedule before owner payments.
• Record each reserve and distribution.
• Use corporate dissolution and liquidation planning to keep the steps aligned.

BCL § 1006 preserves remedies for pre-dissolution claims and liabilities, subject to claim rules. The corporation may sue or be sued while winding up.

• Keep records needed after operations stop.
• Leave assets with the corporation until a proper transfer occurs.
• Review personal exposure apart from company debt.

BCL § 1007 offers a post-dissolution creditor-notice process. If used, the claim date must be at least six months after first publication, with notice to known or reasonably ascertainable creditors as required.

• Separate accepted and disputed claims.
• Track notice, replies, settlements, and reserves.
• Review creditors rights before releasing held assets.

Voluntary dissolution does not make an ordinary payment a bankruptcy preference. Federal preference rules apply in bankruptcy, not automatically here.

• Flag insider payments and unusual transfers.
• Apply the law and time limit governing the transfer claim.
• Consider bankruptcy separately if debts cannot be managed outside court.

Covered private employers may face state WARN duties for qualifying job losses, generally including 90 days' notice when the thresholds are met.

• Count affected workers under current WARN definitions.
• Reconcile final wages, commissions, and earned pay.
• Keep employee claims in the reserve.

Severance is not due in every shutdown. Contracts, plans, benefit programs, and federal law can create different duties.

• Review severance plans and job agreements.
• Identify benefit termination duties.
• Record open employee items before distribution.

A domestic corporation generally must obtain Tax Department consent, prepare a Certificate of Dissolution, and file it with the Department of State. Missing returns or tax debt can delay consent.

• File final returns and address open assessments.
• Check tax from asset sales.
• Use a corporate tax compliance review before releasing tax reserves.

Federal trust fund taxes need separate review. The IRS can impose the Trust Fund Recovery Penalty on a responsible person who willfully fails to collect or pay them.

• Reconcile withheld employment taxes before owner payments.
• Identify who controlled payment decisions.
• Separate company tax debt from possible personal exposure.

Real estate and regulated operations can carry environmental risk. A sale contract may shift costs without ending statutory liability.

• Review site history, permits, notices, and contamination.
• Use suitable environmental review before transfer.
• Reserve for supported cleanup or enforcement exposure.

Rushed values and vague liability lists can invite disputes. Record what was sold, its value, and what the buyer assumed.

• Record valuation and approval of asset sales.
• Define assumed and excluded liabilities in the sale papers.
• Review the asset disposition structure before closing.

BCL § 1008 lets Supreme Court supervise a post-dissolution wind-down. The court may address notice, claims, reserves, records, distributions, and liabilities.

• Identify disputes that block a reliable final reserve.
• Keep records until claims are resolved.

The last distribution should follow the liability review. A closing schedule should show how assets, claims, tax, reserves, and shareholder rights were handled.

• Confirm known liabilities are paid or adequately provided for.
• Record the basis for each final distribution.