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Liquidating Trust Agreement for the United States

Liquidating Trust Agreement Template for United States

A Liquidating Trust Agreement is a legal document used in the United States that establishes a trust for the purpose of liquidating and distributing assets to creditors or beneficiaries. It is commonly used in bankruptcy proceedings or corporate dissolution contexts, particularly under Chapter 11 reorganizations. The agreement details the transfer of assets, trustee powers, distribution mechanisms, and tax treatment under U.S. federal and state laws, while ensuring compliance with IRS regulations and bankruptcy code requirements.

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What is a Liquidating Trust Agreement?

The Liquidating Trust Agreement is a crucial document utilized when a company or estate needs to wind down operations and distribute assets in an orderly manner. This agreement is particularly common in U.S. bankruptcy proceedings, corporate restructurings, and business dissolutions. It establishes the framework for converting assets to cash, resolving claims, and making distributions to creditors or beneficiaries. The document must comply with both federal requirements (including IRS Revenue Procedure 94-45 and Treasury Regulations) and applicable state trust laws. A properly structured Liquidating Trust Agreement helps minimize tax implications while providing an efficient mechanism for asset disposition and claim resolution.

What sections should be included in a Liquidating Trust Agreement?

1. Parties: Identification of settlor, trustee, and beneficiaries

2. Background: Context and purpose of the liquidating trust creation, including relevant legal framework

3. Definitions: Key terms used throughout the agreement, including tax and trust-specific terminology

4. Trust Creation and Purpose: Establishment of trust, its intended function, and compliance with relevant regulations

5. Transfer of Assets: Process and terms for transferring assets to the trust, including valuation and documentation requirements

6. Trustee Powers and Duties: Specific authorities and responsibilities of the trustee, including investment powers and limitations

7. Distribution Provisions: Rules governing distribution of trust assets, including priority of claims and timing

8. Tax Provisions: Tax treatment, reporting requirements, and compliance procedures

9. Term and Termination: Duration of trust and termination procedures, including final distribution provisions

What sections are optional to include in a Liquidating Trust Agreement?

1. Successor Trustee Provisions: Procedures for appointing successor trustees and transition process

2. Trust Advisory Board: Structure, composition, and role of advisory board in trust administration

3. Environmental Provisions: Specific provisions for handling environmental liabilities and compliance requirements

4. Employment-Related Claims: Procedures for handling employee claims and related liabilities

5. Foreign Asset Provisions: Special provisions for handling international assets and compliance with foreign regulations

What schedules should be included in a Liquidating Trust Agreement?

1. Schedule A - Trust Assets: Detailed inventory and description of assets transferred to trust

2. Schedule B - Beneficiary Information: List of beneficiaries and their respective interests or claims

3. Schedule C - Distribution Procedures: Detailed procedures for claims resolution and distribution methodology

4. Appendix A - Tax Guidelines: Specific tax compliance procedures and requirements

5. Appendix B - Form of Beneficiary Certificate: Template for beneficiary certification documents and claim forms

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Document Type

Trust Agreement

Cost

Free to use
Clauses






























Industries

Federal Tax Law: Internal Revenue Code �� 671-679 (Grantor Trust Rules), Treasury Regulations �� 301.7701-4(d) for Liquidating Trust requirements, and IRS Revenue Procedure 94-45 providing guidelines for Liquidating Trusts

Bankruptcy Law: U.S. Bankruptcy Code (11 U.S.C.), including Chapter 11 provisions regarding liquidation plans and Section 1123(b)(3)(B) regarding post-confirmation asset administration

Trust Law: State-specific trust laws, Uniform Trust Code (as adopted by relevant state), and state fiduciary duty laws

Securities Laws: Securities Act of 1933, Securities Exchange Act of 1934, and SEC regulations regarding registration and reporting requirements for applicable cases

Corporate Law: State corporate dissolution statutes and state laws regarding winding up of business entities

Tax Reporting Requirements: Form 1041 filing requirements, state tax reporting obligations, and FATCA compliance requirements for international assets

Environmental Laws: CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act) and state environmental regulations for cases involving environmental liabilities

Employment Laws: ERISA, state employment laws, and worker's compensation laws for handling employee claims

State-Specific Legislation: State fraudulent transfer laws, statutes of limitations, and specific requirements for trustee qualifications and duties

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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