Identify the taxpayer and the tax

Separate income, payroll, sales, property, excise, and other taxes; the tax period; filing status; assessment; liens; penalties; and disputes. Entity classification matters, and affiliated businesses can have different taxpayers and obligations.

Reconcile returns and notices with the books. An unpaid-tax balance without a period-by-period breakdown is not enough to evaluate priority, secured status, or a proposed payment arrangement.

Bankruptcy classification and plan treatment

Tax claims can involve secured, priority unsecured, administrative, or other treatment depending on the law and facts. Sections 503 and 507 address important expense and priority questions, and § 1129 contains plan requirements.

Do not import one rule across all taxes. Determine the relevant date, nature of the obligation, claim amount, lien position, and applicable statutory provision before forecasting treatment.

Current operations and trust-fund obligations

Continuing operations require a funded compliance plan for current taxes, payroll deposits, reporting, and records. A lender workout is not a substitute for meeting government obligations or obtaining an applicable government agreement.

Section 6672 provides a federal framework for liability of responsible persons who willfully fail to perform covered trust-fund tax duties. Ownership alone does not determine the result; the responsible-person and willfulness requirements need factual analysis.

Sale and closure workstreams

Evaluate taxes arising from an asset sale, debt cancellation, payroll termination, and final returns. The state and federal tax consequences may differ, and the legal entity’s status does not by itself determine all reporting duties.

The IRS closing-a-business guidance addresses final returns, employees, tax payments, accounts, and record retention. Assign responsibility and reserve funding for tasks that remain after operations stop.

Prepare for the specialist discussion

Bring tax notices, filed and missing returns, payroll records, lien information, taxpayer-identification details through a secure channel, and a proposed cash forecast. Identify upcoming enforcement or filing deadlines separately.

Coordinate tax advice with the legal transaction plan. A creditor settlement that appears attractive before taxes may produce a materially different net result after the correct tax analysis.