Here is my hypothetical:
I need help with the corporate dissolution process. I have an S corp that needs to be dissolved and a new one started. I am the sole owner of the S corp/ sole officer. I am in bankruptcy
right now, chapter 7 personal bk, and I also owe corporate debts (some of which are also personally guaranteed and included in my personal bk).
First, I want to confirm that if I am the sole owner of the corporation
, that I do not need to file a Certification of Election to Wind Up and Dissolve, as I can just prepare and sign a “unamimous written consent to dissolve.” Is there anything else I need to draft/ prepare and sign?
Second, I understand that I am supposed to, after I have approved my company to be dissolved, that I need to pay off what I can to my creditors. As mentioned, most of my debt is personally being discharged in my ch. 7, but to the extent that my company is still liable, how do I go about paying them if I owe a lot more than what my company is worth. I probably have a total of about $4500 worth of machine equipment/ corp assets. I probably owe over $270k in unsecured debts total (personal and corporate).
Third, and this may go hand in hand with the second question above, but, I also understand that I am supposed to “give notice” to my creditors about my intention to dissolve. What needs to go into this ‘notice’, what specific pieces of information, and how much time do I have to give the creditors to either respond or wait until I actually file the Certificate of Dissolution? Do I give notice to them of my $4500 worth of assets to be divided up among them? Do I not mention anything about my assets and just give notice that I intend to dissolve? Can they object to this somehow? How am I supposed to make arrangements to pay my creditors what I owe to them if I barely have nothing right now anyway, plus there are a lot of creditors that I have. Am I responsible to call each one of them up and tell them what I have in assets? OR is that what the notice letter is for?