Corporate Liquidation
Corporate Liquidation
Corporate Liquidation
A corporate is considered insolvent when it is unable o Estate Deficit ang tawag sa SHE.
to pay its debts as they come due, o when its total o Definition of Corpo – artificial being created.
debts exceed fair value of its total assets. Kasi kapag namatay, estate ang next agad.
2 TYPES OF INSOLVENCY
4) STATEMENT OF RECEIPTS AND
Equity Insolvency – the inability to make DISBURSEMENTS – parang statement of cash
payments in due course. flows of debtor corporation.
REMEDY: DEBT RESTRUCTURING
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DR is when you will ask the creditor to extend the
STATEMENT OF AFFAIRS – BS of Corpo ongoing
maturity, and condone the interest.
Liquidation
Bankruptcy Insolvency – TOTAL LIAB > FV of
Financial Condition prepared for a corporation
TOTAL ASSETS
entering into the stage of liquidation or
REMEDY:REHABILITATION,
bankruptcy.
REORGANIZATION, LIQUIDATION
Report designed to show the ESTIMATED
TYPES OF INSOLVENCY AS TO FILING amount that would be received by each class
of claim in the event of liquidation.
Voluntary – insolvent entity itself petitions in
Prepared on the assumption of liquidation,
the Regional Trial Court that it be declared as
that is QUITTING CONCERN, not going
insolvent.
concern.
Involuntary – petition is made by creditors.
PARTIES INVOLVED
ASSETS
Regional Trial Court – oversees all aspects of
bankruptcy proceedings Historical cost basis for assets loses its
Creditors – appoints a trustee to manage the significance.
debtor’s estate Realizable Value becomes the relevant
Trustee – elected by the creditors or valuation basis.
appointed by the court who assumes custody Conventional Classification (current and
of debtor’s non-exempt properties. non-current) loses its significance.
Continue operating the debtor’s Assets becomes APWFS, APWPSC, FA
business if directed by the court.
LIABILITIES
Realize free assets of the debtor’s
estate. Conventional Classification (current and
Pay cash to the creditors. non-current) loses its significance bcs
Accountant – concerned with proper babayarin mo din naman kahit beyond or
reporting of the financial condition of the within 12 months.
debtor and adequate accounting and Liab becomes FSC, PSC, ULWP, ULWOP
reporting for the trustee. Historical cost still has its value because
when there is liquidation, u will pay the
REPORTS TO BE PREPARED BY ACCOUNTANTS (4)
creditors based on its historical value.
1) STATEMENT OF AFFAIRS – parang balance
STOCKHOLDERS EQUITY
sheet of corpo going to liquidation
2) STATEMENT OF REALIZATION AND Loses significance because companies in the
LIQUIDATION (SORAL) – parang income process of liquidation usually have a negative
statement ng corpo ongoing liquidation net worth.
3) STATEMENT OF ESTATE DEFICIT – parang
statement of changes in owner’s equity of the
debtor
After mabayaran gamit ang TFA, ang tawag sa total is
NET FREE ASSETS.
CLASSIFICATION OF ASSETS AND LIABLITIES
What to with the NET FREE ASSETS?
Asset Pledged with Fully Px Px Partially Secured Creditors (g)
Secured Creditors (a)
(g) APWPSC is partnered with PSC.
Fully Secured Creditors (d) (x) (x) Asset Pledge with Partially
Secured Creditors (b)
Additional Info: How to identify if it is Partially
Free Portion (if ANY) (e) x x UNSECURED Portion (ALWAYS)
(h) Secured
Other Free Assets (c) x
- If the REALIZABLE VALUE of the ASSET is LESS
TOTAL Free Assets Px than of the BV of Liab (kasama accrued
Unsecured Liab WITH (x) x Unsecured Liabilities WITHOUT interest sa computation ng BV of Liab)
PRIORITY (f) PRIORITY - RV < BV of LIAB
NET FREE ASSETS Px Px TOTAL UNSECURED LIAB W/O
PRIORITY
(h) UP is yung hindi mo kaya bayaran. ALWAYS ito
meron kasi Partially ito. And isama mo ito sa
(a) These are assets with specific liability na naka UL-W/O Priority. (these are no specific asset
attached sa kanya na ipambabayad mo. na pambayad sa kanya. And at the same time
(b) Partially lang yung na sesecure nya don sa di nag ffall sa 3 Classification (Adm, Sal, Taxes)
liab.
(c) Walang specific liab na gagamitin. So pwede If Net Free Asset < Unsecured Liab- W/O
sya freely pambayad kahit saan. Priortiy: ESTIMATED DEFICIENCY (bcs its not
(d) Magkasama ang APWFS at FSC. guaranteed na yun ang actual deficieny)
Additional Info: How to identify if it is Fully Secured How to allocate the Net Asset in the Unsecured? If
kulang pambayad mo or mas mababa net asset.
- If the REALIZABLE VALUE of the ASSET is
GREATER than or equal value of the BV of Liab Recovery Percentage = Net Free Assets/
- RV > or = to BV of LIAB Unsecured Liab-W/O Prioritiy
- Sa kada pisong utang mo, ang kaya mo lg
Computing the BOOK VALUE OF LIABILITY
bayaran ay yung amount ng recover
- Include the ACCRUED INTEREST percentage. Ex 60%. (1 peso x .60)
- Meaning: sa kada pisong utang mo, ang kaya
IF the APWFC is sobra sa FSC, ang tawag sa sobra is
mo lg bayaran is 60 centavos.
(e) Free Portion, di pwede ibigay lahat sa
Why is there a need to compute for recovery
creditors kasi sobra ito. So, isama mo ito sa
percentage?
Other Free Assets and itotal mo to get the TFA.
After, tignan mo yung TFA if ever merong mga LIMITED LIABILITY characteristics of
corporations kaya di pwede hingian ng
(f) Unsecured Liability WITH PRIORITY – walang additional inv same sa partnership.
direct asset na gagamitin pambayad sa kanila The stockholders and corporation are two
unlike the fully secured. Mag aantay lang to sa separate entities unless there is a piercing the
total free assets or doon huhugutin ang veil of corporate doctrine.
pambayad dito.
Deficiency Percentage = Estimated Deficieny/
Additional Info: Who are the UL-W-Prio (WHY
Unsecured Liab. w/o Priority. Or 1 Minus
PRIORITY?)
RECOVERY PERCENTAGE
Administrative Expenses – kasi di gagalaw ang The percentage will be the yung hindi mo
liquidation kung di mo babayaran ang trustee kayang bayaran in the book value of liab.
for the expenses he or she might be incurring
in connection with the liquidation.
Salaries/Wages – bcs labor code ito. Need
bigyan pasahod ang employees. Mandatory.
Taxes – mandatory ang taxes.
PAYMENT DISTRIBUTION
1:52:30
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PROBLEM 1
STATEMENT OF REALIZATION AND LIQUIDATION
STRATEGY: First answer the liabilities then connect it (SORAL) (Income Statement undergoing liquidation)
to the assets pledged to it.
An activity statement that is intended to show
Asset Pledged with Fully Px Px Partially Secured Creditors progress, i.e ACTUAL TRANSACTIONS toward
Secured Creditors (a) (g)
the liquidation of a debtor’s estate.
500K 165k
Land & Building Its original purpose is to inform the
Notes Payable
Fully Secured Creditors (410K) (110k) Asset Pledge with bankruptcy court and interested creditors of
(d) Partially Secured the accomplishment of the trustee.
Creditors (b)
Free Portion (if ANY) (e) 90k 55k UNSECURED Portion COMPARISON of Statement of Affairs versus SORAL
(ALWAYS) (h)
Other Free Assets (c) 627,800
SOA
TOTAL Free Assets P717,800
o BASED ON: ESTIMATES
Unsecured Liab WITH (79,800) 670k Unsecured Liabilities o PROVIDING: Summary of Estimated results of
PRIORITY (f) WITHOUT PRIORITY
a completed liquidation
NET FREE ASSETS P638,000 P725k TOTAL UNSECURED LIAB
W/O PRIORITY
SORAL
NP 244k 0
Revenue and Expenses (SHE) AP 288k
Bank Loan 154k
Supplementary Charges Supplementary Credits TOTAL 686k
(excluding assets losses on (revenue excluding gains on assets
realization and write-offs) realization and liability settlements)
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Additional Info: Why di sinama sa liability incurrred ang Admin
STATEMENT OF ESTATE DEFICIT – SHE ang datingan
exp? – pwede naman sya ilagay pero sabi ng problem, binayaran
COMPUTATION OF ESTATE DEFICIT, END di naman agad so kasama din sya sa liab liquidated.
Estate Equity/ Deficit, Beginning Px
Net Loss (gain) on realization of assets X If isasama, tataas lang ang total debits and total credits pero by
Unrecorded Expenses X same amount kaya no effect if kasama siya.
Estate Equity/ Deficit, end Px
TOTAL DEBIT: 1,241,840 (NET LOSS PAG LAMANG DEBIT)
TOTAL CREDIT: 1,230,000
ANS: 11,840 LOSS OR
LOSS ON REALIZATION + SUPP CHARGES
4,400 (NET LOSS PALANG) to be NET LOSS IN
REALIZATION, dapat my unrecorded expenses which is
the 7440 on SUPP CHARGES.
Or