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What is liquidation? A guide for small businesses

Sometimes a business will need to liquidate due to poor business performance, like not generating enough cash flow or not being able to pay off debts. This can also happen with corporate restructuring, top investors backing out, or if you simply want to part ways with your business.  


Read on to learn more about what liquidation is, the different types, as well as how the liquidation process works.

What is liquidation?



Liquidation is the process of closing down a business permanently and distributing all of the business’s assets to shareholders, creditors, and claimants. This process can be done either voluntarily or involuntarily and usually occurs when the business cannot pay its debts back in time. An insolvency professional (IP) is the official liquidator who is in charge of the process. 


Liquidation can happen to both small businesses and larger public companies, and can also be a form of an exit strategy for a business that’s no longer profitable

What’s considered an asset?  

An asset is a type of cash or property that can be converted into cash within a short period of time and without a large loss in value. Similar to personal assets, business assets are part of what determines your net worth and include: 


  • Inventory
  • Land 
  • Money market assets
  • Stock and bonds 
  • Mutual funds 
  • Exchange-traded funds (ETFs) 
  • Packing supplies 
  • Furniture 
  • Machinery 
  • Vehicles 
  • Office equipment 
  • Store decor

Types of liquidation

The three different types of liquidation represented by a judges gavel, money, calendars and clock.

The liquidation of a business can happen either voluntarily or involuntarily. Below are the three different types of liquidation: 

Creditors’ voluntary liquidation  

A creditor’s voluntary liquidation happens when a business owner recognizes that their liabilities exceed asset value or that they’re unable to pay debts on time. The business will voluntarily contact a liquidator to help settle any debts or legal disputes.  A liquidation process is then set in place, in which the business owner agrees to cooperate and pay back debts.   

Compulsory liquidation 

Compulsory liquidation occurs when lenders or creditors petition to liquidate a business if debts are not paid within a certain period of time. This process forces the business in question to sell all of its assets to help pay back the creditors. 


If the business cannot pay off its debts, it may be forced into total liquidation if there’s a history of debt not being paid in a timely manner. This is also known as insolvent liquidation. 

Members’ voluntary liquidation 

In certain cases, a members’ voluntary liquidation process will be set in place if a business owner wants to exit the company. To make this happen, at least 75% of the members involved with the business must also agree to liquidate. 


If approved, an insolvency professional is then selected to settle the business’s legal disputes and debts. Any funds that are leftover are dispersed to the shareholders and members of the company.  



How does liquidation work?

The six different steps of liquidation illustrated with a circular flow chart

The steps involved in the liquidation process are as follows:


  1. Paperwork is processed: If the liquidation is voluntary, the directors and shareholders will agree to the liquidation process and are furnished with the proper liquidation paperwork. If it’s compulsory (involuntary), petition paperwork is processed.
  2. An insolvency professional is appointed: An IP is appointed to facilitate and take charge of the liquidation process. Owners of the business lose all rights and power pertaining to the business. 
  3. Assets are dissolved: After an assessment, the assets are then dissolved by the IP. 
  4. Payables and debts are determined: The IP will then determine the payables and debts of the business. 
  5. Funds are distributed to creditors: The IP distributes the funds based on priority.
  6. Business permanently closes: Once the funds are distributed amongst the shareholders, the business officially ceases operations. 

Paying off creditors 

In the claim settlement step of the liquidation process, there is a sequence set in place to distribute the assets and pay off creditors. The process is as follows: 


  1. Secured: Secured creditors, such as a bank that provided a business loan, will be reimbursed first. Preferential creditors like employees and the liquidation advisor or specialist are also settled in this step. 
  2. Unsecured: Next, contractors, credit card companies, suppliers, and lenders not backed by collateral are paid.   
  3. Stakeholders: Lastly, the remaining funds are dispersed amongst owners, shareholders, and investors.

What happens after a company is liquidated? 

When a company is liquidated, the business essentially dissolves and can no longer continue operations. This is a permanent closure, unlike bankruptcy where a company can eventually recover. 


Once liquidation is complete, several things happen: 


  • The name of the company is taken off the registrar of companies (ROC).
  • Employees automatically lose their jobs as a consequence. However, if the employee is contractual, they are entitled to compensation as a result of the liquidation.
  • All rights of the owners of the business are no longer valid—the rights are transferred to the insolvency professional who is then the one in charge when it comes to dealing with the assets.


Once the process is complete, all assets will be dispersed and the business will no longer be in operation. 

How to avoid liquidation: 5 simple steps 

Various bullet points explaining tips to avoid liquidation next to a balancing scale with money.

If you’re facing financial challenges with your small business or find yourself in a sales slump, you’re not alone. Luckily, there are some steps you can take to help get your business in order, such as help with financing and cutting back costs. Read more for tips on how to avoid liquidation. 

1. Evaluate your finances  

To get a better idea of whether or not your business can stay afloat, you’ll need to take a look at your financial situation. Begin by asking yourself these important questions: 


  • Does your business currently have enough cash flow to be able to pay financial obligations such as payroll, utilities, rent, and other expenses? 
  • Are there enough emergency funds available for your business? 
  • Have you been paying your debts back on time? This includes personal debts that you’ve accumulated on behalf of your business. 


Use the quick ratio formula to determine your ability to pay back bills. Also consider hiring a credit counselor through the National Foundation for Credit Counseling to help you further assess the financial situation of your business.  

2. Find ways to cut back  

Thinking of different ways to cut back and reduce spending can help. Consider cutting costs by:  


  • Finding cheaper rent in another building or negotiating with your landlord
  • Outsourcing payroll or admin work 
  • Reducing utility usage, like getting rid of a phone line or switching to cheaper business insurance 
  • Checking on any outstanding equipment leases 
  • Reducing staff or reducing employees to part-time hours 
  • Limit nonessential spending, such as parking validation


You can also use the gross profit formula to help identify how much to cut back. 

3. Prioritize accumulated debts   

It may be a good idea to sort out all of your debts and make a list that prioritizes which ones to pay off first. It’s recommended that small businesses should first pay off things like: 


  • Taxes
  • Payroll 
  • Property taxes


These payments are important to pay off first because if you owe money to creditors, the IRS will be the first in line to collect any assets that can help satisfy the claims. 


After the debts above have been paid, focus on paying off bills that are 60 days overdue or more. Then, turn your attention to operating expenses, suppliers and vendors, insurance, and lastly, business credit cards.  

4. Communicate with lenders and suppliers   

If a majority of your business’s inventory comes from lenders and suppliers, it may be worth asking for cheaper prices or negotiating a payment arrangement to cut costs. 


That’s why it’s important to build and maintain good relationships with suppliers and lenders—if you ask for a favor in return, they’re more likely to respond favorably in order to keep your business. 

5. Get a small business loan  

Take advantage of resources that are available to you, such as looking into a small business loan. There are several types of loans to consider, including:


  • Traditional loans
  • Business lines of credit
  • Invoice factoring
  • Specialty loans
  • SBA loans


Be sure to check out the Small Business Administration (SBA) website to see if you qualify. The resources below can provide more information: 


Protect your small business  

With this guide, you’ll have a better understanding of what’s involved in the liquidation process and different steps to avoid it, like taking advantage of small business loans or reducing spending.  


Be sure to utilize QuickBooks Live and accounting software to help with your books and track your finances.


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