The Staff has generally noted the following characteristics with respect to liquidating trusts being granted no-action relief: While the Staff has granted no-action relief from Exchange Act requirements if the above requirements are met, it has also expressly denied relief in circumstances where the company requesting relief was not current with its required filings under the Exchange Act.The Staff’s underlying rationale in granting relief to liquidating trusts appears to be two-fold: (1) that compliance with the reporting obligations (including the cost of auditing annual financial statements and preparing and filing quarterly reports) of the Exchange Act would place an unreasonable financial and administrative burden on a liquidating trust and significantly reduce the amount of distributions to be made in respect of the beneficial interests; and (2) as the beneficial interests are not and will not be traded on the open market and the holders of the beneficial interests will receive at least annual financial reports from the trustee of the liquidating trust, there is no need for the general public to receive the type of information regarding the liquidating trust required under Sections 13 and 15(d) of the Exchange Act.In order to establish certainty that the Staff will grant relief, a company contemplating creating a liquidating trust pursuant to a bankruptcy plan should submit its own letter to the Staff requesting no-action relief.I will assume that the plant assets' liquidation values are higher than the present carrying values when answering your question.
he shareholder consequences of a complete liquidation of an S corporation are governed by Secs. The dividend rules that otherwise apply to corporate distributions are not applicable to distributions in complete liquidation.Distributions received by the shareholder are treated as payment in full for the exchange of stock. The shareholder recognizes gain when the adjusted basis of each block has been recovered, while loss is not recognized until the corporation has made its final distribution.The shareholder’s adjusted basis in the stock is subtracted from the cash and fair market value (FMV) of other property received from the corporation. The general rule is that a shareholder’s stock basis is determined as of the end of the S corporation’s tax year. If the shareholder has different bases in different blocks of stock, the computation of gain or loss depends on whether there is a single distribution or a series of liquidating distributions (Rev. receives ,000 in 2007 and an additional 5,000 in 2008, each distribution is allocated ratably between the blocks based on the number of shares in each block.While no-action relief granted by the Staff to other parties and with respect to certain facts and circumstances form all or part of a persuasive argument for like treatment in similar fact situations, the grant of no-action relief by the Staff does not represent an official action by or on behalf of the SEC Commissioners.No-action relief granted by the Staff may only be relied upon by the party that submitted the request, based on the particular facts and circumstances, and otherwise may only viewed as setting forth views of the Staff (PDF).The requires that plant assets be reported at amounts that are not greater than cost. Liquidation value is subjective and the amount can vary significantly depending on the assumptions made.