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.
$30,000–$80,000 in admin costs
3–6 months vs. 12–18
3 tiers identified
BofA guarantee + UVTA lookback
Educational use only. Not legal advice. Justice Foundation.