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AFAR 2202
CORPORATE LIQUIDATION
ARMEE JAY L. CRESMUNDO, CPA MSA
I. Corporate Liquidation
• The MAIN CONCERN of accounting problems on corporate liquidation is the
proper allocation of assets to creditors and shareholders.
• The primary difference between partnership liquidation and corporate liquidation is
the extent of liability of the owners of the business. Partners have unlimited liability.
They are required to invest extra cash to satisfy debts to creditors unless they are
insolvent. Shareholders, on the other hand, have limited liability. Limited liability
means they are only liable to the extent of their investment.
• When a corporation is liquidated, the usual case is that assets are insufficient to
satisfy amounts owed to existing creditors. Normally, liabilities are unsecured (i.e., no
collateral exist for the liability). Some liabilities, however, have collateral-assets that
may be sold to satisfy the debt.
• The following classification of assets and liabilities are relevant in corporate
liquidation:
ASSETS:
1. Assets for fully-secured liabilities (AFS) – collateral assets whose FAIR VALUE
(or realizable value) is EQUAL OR GREATER than the BOOK VALUE of the
corresponding liability.
2. Assets for partially-secured liabilities (APS) – collateral assets whose fair value
is LESS THAN the book value of the corresponding liability.
3. Free assets (FA) – assets that are not used as collateral for any liability.
LIABILITIES:
1. Fully-secured liabilities (FSL) – debts that can be paid in full using their
collateral assets
2. Partially-secured liabilities (PSL) – debts that are only partially settled after
payment using their collateral assets
3. Unsecured liabilities with priority (UWP) – debts that have no security or
collateral but have priority of settlement using free assets due to their nature.
These are usually liabilities arising from law and legal proceedings. Common
examples of unsecured liabilities with priority are taxes payable to the
government, amounts owed to employees (i.e., salaries and wages payable) and
liquidation expenses.
4. Unsecured liabilities without priority (UWOP) – debts that have no security
and have the least priority of all the liabilities. They can only be paid when there