What Is Liquidation?


Investopedia / Paige McLaughlin

What Is Liquidation?

Liquidation in finance and economics is the process of bringing a business to an end and distributing its assets to claimants. It is an event that usually occurs when a company is insolvent, meaning it cannot pay its obligations when they are due. As company operations end, the remaining assets are used to pay creditors and shareholders, based on the priority of their claims. General partners are subject to liquidation.

The term liquidation may also be used to refer to the selling of poor-performing goods at a price lower than the cost to the business or at a price lower than the business desires.

Key Takeaways

  • The term liquidation in finance and economics is the process of bringing a business to an end and distributing its assets to claimants.
  • A bankrupt business is no longer in existence once the liquidation process is complete and it has been deregistered.
  • Liquidation usually occurs during the bankruptcy process under Chapter 7.
  • Proceeds are distributed to claimants in order of priority. Creditors receive priority over shareholders.
  • Liquidation can also refer to the process of selling off inventory, usually at steep discounts.


How Liquidation Works

Chapter 7 of the U.S. Bankruptcy Code governs liquidation proceedings. Solvent companies may also file for Chapter 7, but this is uncommon. Not all bankruptcies involve liquidation; Chapter 11, for example, involves rehabilitating the bankrupt company and restructuring its debts. In Chapter 11 bankruptcy, the company will continue to exist after any obsolete inventory is liquidated, after underperforming branches close, and after relevant debts are restructured.

Unlike when individuals file for Chapter 7 bankruptcy, business debts still exist after Chapter 11 bankruptcy. The debt will remain until the statute of limitations has expired, and as there is no longer a debtor to pay what is owed, the debt must be written off by the creditor.

Distribution of Assets During Liquidation

Assets are distributed based on the priority of various parties’ claims, with a trustee appointed by the U.S. Department of Justice overseeing the process. The most senior claims belong to secured creditors who have collateral on loans to the business. These lenders will seize the collateral and sell it—often at a significant discount, due to the short time frames involved. If that does not cover the debt, they will recoup the balance from the company’s remaining liquid assets, if any.

Next in line are unsecured creditors. These include bondholders, the government (if it is owed taxes), and employees (if they are owed unpaid wages or other obligations).

Finally, shareholders receive any remaining assets, in the unlikely event that there are any. In such cases, investors in preferred stock have priority over holders of common stock. Liquidation can also refer to the process of selling off inventory, usually at steep discounts. It is not necessary to file for bankruptcy to liquidate inventory. 

Liquidation of Securities

Liquidation can also refer to the act of exiting a securities position. In the simplest terms, this means selling the position for cash; another approach is to take an equal but opposite position in the same security—for example, by shorting the same number of shares that make up a long position in a stock.

A broker may forcibly liquidate a trader’s positions if the trader’s portfolio has fallen below the margin requirement, or they have demonstrated a reckless approach to risk-taking.

Example of Liquidation

Company ABC has been in business for 10 years and has been generating profits throughout its run. In the last year, however, the business has struggled financially due to a downturn in the economy. It has reached a point where ABC can no longer pay any of its debts or cover any of its expenses, such as payments to its suppliers.

ABC has decided that it will close up shop and liquidate its business. It enters into Chapter 7 bankruptcy and its assets are sold off. These include a warehouse, trucks, and machinery with a total value of $5 million. Currently, ABC owes $3.5 million to its creditors and $1 million to its suppliers. The sale of its assets during the liquidation process will cover its obligations.

What Is the Liquidation of a Company?

The liquidation of a company is when the company's assets are sold and the company ceases operations and is deregistered. The assets are sold to pay back various claimants, such as creditors and shareholders. The liquidation process happens when a company is insolvent; it can no longer meet its financial obligations.

What Does It Mean to Liquidate Money?

To liquidate means to convert assets into cash. For example, a person may sell their home, car, or other asset and receive cash for doing so. This is known as liquidation. Many assets are assessed based on how liquid they are. For example, a home is not very liquid because it takes time to sell a house, which involves getting it ready for sale, assessing the value, putting it up for sale, and finding a buyer. On the other hand, stocks are more liquid as they can be easily sold and cash received from the sale (if they have appreciated).

Is a Company Dissolved After Liquidation?

No, a company is not dissolved after liquidation. Dissolving a company and liquidating it are two separate procedures. Liquidating a company means selling off its assets to claimants whereas dissolving a company is deregistering it.

The Bottom Line

When a company becomes insolvent, meaning that it can no longer meet its financial obligations, it undergoes liquidation. Liquidation is the process of closing a business and distributing its assets to claimants.

The sale of assets is used to pay creditors and shareholders in the order of priority. Liquidation is also used to refer to the act of exiting a securities position, usually by selling the position for cash.

Article Sources
Investopedia requires writers to use primary sources to support their work. These include white papers, government data, original reporting, and interviews with industry experts. We also reference original research from other reputable publishers where appropriate. You can learn more about the standards we follow in producing accurate, unbiased content in our editorial policy.
  1. United States Courts. "Chapter 7 - Bankruptcy Basics."

  2. United States Courts. "Chapter 11 - Bankruptcy Basics."

  3. U.S. Securities and Exchange Commission. "Bankruptcy: What Happens When Public Companies Go Bankrupt?"

  4. U.S. Securities and Exchange Commission. "Stocks."

Open a New Bank Account
The offers that appear in this table are from partnerships from which Investopedia receives compensation. This compensation may impact how and where listings appear. Investopedia does not include all offers available in the marketplace.