What’s Inside — All 16 Sections

PART I — FOUNDATION (Sections 1–4)

Section 1 — Decision Tree: Four gates — ABC vs. Chapter 7, secured creditor analysis, employee count, personal guarantee exposure — routing you to the right wind-down path.

Section 2 — California ABC Law Reference: Probate Code §§18400–18500 explained in plain language. The assignee’s duties, the creditor’s rights, the distribution rules.

Section 3 — Asset Inventory Worksheet: Document every asset before execution — real property, equipment, accounts receivable, inventory, intellectual property, deposits, contracts.

Section 4 — Creditor Matrix: Map every creditor — name, amount, secured vs. unsecured, priority tier, contact information, any collateral held.

PART II — THE ASSIGNMENT (Sections 5–7)

Section 5 — Assignee Selection Guide: What professional assignees do, how to evaluate competing proposals, conflict-of-interest checks, fee structures, what to ask before signing.

Section 6 — Assignment Agreement Template: The 12-clause document that transfers all assets to the assignee. Annotated with explanations of every clause and what it does.

Section 7 — Notice to Creditors System: Who must receive notice, the statutory timing, what the notice must contain, how to serve it, and how to document service.

PART III — CREDITOR RIGHTS (Sections 8–10)

Section 8 — Priority Waterfall Calculator: Secured claims, priority unsecured (wages, taxes, rent), general unsecured — the exact order of distribution with California-specific rules.

Section 9 — Creditor Claim Form and Filing Guide: Proof of claim template, filing deadline, how to calculate interest, how to document the claim, what happens if you miss the deadline.

Section 10 — Challenging an ABC: Grounds for creditor objection — improper assignment, fraudulent transfer, assignee conflicts, failure to give proper notice.

PARTS IV–VI — LIABILITIES, TAXES, AI LIBRARY (Sections 11–16)

Section 11 — Employee Claims and WARN Act: Priority wage claims, COBRA, WARN Act thresholds (federal 100 employees, California 75), Worker Adjustment guidance.

Section 12 — Fraudulent Transfer Analysis: The 4-year lookback under California’s Uniform Voidable Transactions Act, badges of fraud, what the assignee will scrutinize.

Section 13 — Tax Obligations on Dissolution: Final federal and California returns, payroll tax deposits, sales tax on asset sales, FTB dissolution requirements, IRS Form 966.

Section 14 — Personal Liability Checklist: What pierces the corporate veil, personal guarantees, fiduciary duties of officers and directors during insolvency.

Section 15 — Comparing ABC to Alternatives: Side-by-side comparison of ABC, Chapter 7, Chapter 11, dissolution, and out-of-court workout — cost, speed, control, and creditor treatment.

Section 16 — AI Prompt Library: All 12 Claude prompts with master directory, chaining strategies, and tips for getting the most specific analysis for your situation.


The Analyzer in Action — A Real Example

Here is what happens when a business owner uses the kit’s Claude AI Prompt Analyzer. This example was run by a California corporation owner with $380,000 in debt, 12 creditors, a secured bank line, and a pending employee lawsuit — who needed to close the business and wanted to know his options.

Input to the Analyzer

California corporation. $380,000 in debt to 12 creditors. Bank of America has a $120,000 secured line against equipment. $45,000 in AR, $60,000 in equipment. Pending employee lawsuit for $85,000. 8 employees. Cannot make payroll next month. Want to close properly without personal liability.

What Claude Identified

ABC strongly preferred over Chapter 7: Eliminates $15,000–$25,000 in U.S. Trustee fees and court costs. Business owner controls assignee selection. Process completes in 3–6 months vs. 12–18 for Chapter 7. The pending employee lawsuit becomes a general unsecured claim under either process — same treatment, faster resolution with ABC.

Priority waterfall mapped: Tier 1 (secured) — BofA $120K paid from $60K equipment proceeds, $60K deficiency drops to general unsecured. Tier 2 (priority) — employee wages up to $15,150/employee × 8 = up to $121,200. Tier 3 (general unsecured) — remaining creditors pro rata including BofA deficiency and lawsuit.

Key flags identified: WARN Act — 8 employees is below federal 100-employee threshold but California’s threshold is 75 for some provisions — verify. Fraudulent transfer lookback — 4 years under California UVTA — identify any below-market transfers to insiders. Personal guarantee check — if owner personally guaranteed the BofA line, the ABC does not extinguish that guarantee.

Estimated savings vs. Chapter 7
$30,000–$80,000 in admin costs
Time to completion
3–6 months vs. 12–18
Creditor priorities mapped
3 tiers identified
Personal liability flags
BofA guarantee + UVTA lookback
He came in thinking he needed bankruptcy. The analyzer showed him ABC was faster, cheaper, and gave him assignee control. It mapped the entire priority waterfall, flagged the personal guarantee issue, identified the fraudulent transfer lookback, and produced a 5-step execution plan — same session.
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Educational use only. Not legal advice. Justice Foundation.