Tax treatment of liquidating distribution
Creditors are always senior to shareholders in receiving the corporation's assets upon winding up.
However, in case all debts to creditors have been fully satisfied, there is a surplus left to divide among equity-holders.
A loss from the liquidation, garners different treatment. For that reason, it is well-settled that a liquidation can occur without a formal or legal dissolution and, now, thanks to LTR 200806006, we also know that a dissolution—which does not give rise to an automatic transfer of the dissolved corporation’s assets to its shareholders—also does not give rise to, in and of itself, a complete liquidation.
In the event the outstanding debt on distributed property is more than the property is worth, the minimum fair market value you can assign to it is the outstanding debt.
Eventually, company officers learned of their plight and reincorporated the business in the same state.