Distribution of Assets Plan

Distribution of Assets Plan

Allocates entity assets among designated beneficiaries or stakeholders upon dissolution, restructuring, or other triggering events, with jurisdiction-compliant execution formalities.

Prerequisites

1. Entity identification — legal name, jurisdiction of formation, EIN
2. Triggering event — dissolution, restructuring, death/incapacity of principal, merger
3. Asset inventory sources — balance sheets, deeds, account statements, appraisals
4. Beneficiary information — legal names, relationships, contact info, ownership percentages
5. Governing documents — articles of incorporation, bylaws, operating agreement, shareholder agreement
6. Jurisdiction — state of formation and any states where assets are located

Output Structure

1. Preamble

2. Asset Inventory

For each asset, capture:

Categories to address:

• [ ] Real property (legal descriptions and recording references)
• [ ] Bank and investment accounts
• [ ] Accounts receivable and notes receivable
• [ ] Business interests / subsidiary equity
• [ ] Intellectual property (patents, trademarks, copyrights, trade secrets)
• [ ] Contracts and licenses (flag assignable vs. non-assignable)
• [ ] Equipment and personal property above threshold value
• [ ] Tax attributes (NOLs, credits) — note transferability limits [VERIFY]
• [ ] Pending litigation claims or recoveries

3. Beneficiary Designations

Special designations:

• Minor beneficiaries → identify custodian or trustee
• Entity beneficiaries → confirm authorization to receive
• Creditor priority → note statutory distribution waterfall [VERIFY state law]
• Special needs beneficiaries → flag for supplemental needs trust review

4. Distribution Methodology

Tax and equalization:

• Identify built-in gain assets; note IRC §§ 331, 336 implications for C-corps [VERIFY]
• Include equalization language for in-kind assets of unequal value
• Address transfer taxes, recording fees, and cost allocation

5. Distribution Timeline

Day 0:    Plan adopted / triggering event
Day 1–30: Appraisals finalized; creditor notice period [VERIFY state law]
Day 30–X: Liquidation of sale-designated assets
Day X:    Creditor distributions (priority per state dissolution statute)
Day X+Y:  Equity holder / residual beneficiary distributions
Final:    Certificate of dissolution filed; administrator discharged

6. Contingency Provisions

7. Administrative Powers

The plan administrator shall have authority to:

• [ ] Sell, transfer, or convey assets
• [ ] Execute documents on behalf of the entity
• [ ] Retain professionals (counsel, accountants, brokers)
• [ ] Pay wind-down expenses from entity assets
• [ ] File tax returns and resolve tax liabilities
• [ ] Settle claims against the entity
• [ ] Make partial distributions pending final asset resolution

Dispute resolution: mediation → arbitration → [jurisdiction] court.

8. Execution Block

Per jurisdiction requirements [VERIFY state-specific formalities]:

• Authorized signatory signature + title
• Witness signatures (number per state law)
• Notary acknowledgment
• Board resolution or unanimous written consent as exhibit
• Filing requirements (e.g., plan of dissolution with Secretary of State)
• Number and location of originals

Guidelines

• Distributions to equity holders cannot precede creditor satisfaction; confirm state dissolution waterfall before drafting.
• Many states require tax clearance certificate before dissolution is final [VERIFY by state].
• Flag non-assignable contracts requiring third-party consent; exclude from distribution until consent obtained.
• Transfers of business interests may trigger securities law obligations [VERIFY].
• Insert [BRACKET] placeholders for all client-specific values not in source documents.
• Do not include account numbers or SSNs in the document body; reference by exhibit.