They recommend that all employees, including those who are shareholders, promise—in writing—not to take clients with them if they leave the firm.
Such agreements can protect firms, the lawyers say.
The liquidation plan may not permit any transfer of assets or earnings to parties with a personal interest in the organization.
The IRS asserts that distribution of “clients and customer-based intangibles” to shareholders is taxable, but the Tax Court has held that it isn’t if a noncompete agreement between the shareholder or employee and the firm does not exist.
This apparent contradiction presents some questions to which there are no black-and-white answers.
Approval from the secretary of state may be required in some states.
If the charitable organization is operated by a government agency, that agency may also be required to approve the liquidation plan before any assets can be sold.