median-labs/close-the-books/wind-down

Wind down

The least reversible work in this repo, and the part where being fast is worth the least.

A final set of books is read by people who cannot ask follow-up questions: a tax authority looking at a final return years later, a shareholder asking what happened to their money, a director confirming they were released. Every entry here should still make sense to a stranger with no context.

Two things to settle before the first entry

Which year is being filed, and when it is due. A wind-down usually arrives with a return on extension and a queue holding two years of transactions. Only one of those years is this deadline's work. See scope-the-year.

Whether anything is still posting. A company nobody is running still has its bank rules running, and a rule that auto-adds keeps putting entries into the year on the final return with nobody watching. See stop-the-automation.

Hard gate: this skill refuses to run until it is answered

Liquidating entries rest on facts only the owner has. Missing any of them, the skill stops and names what is missing rather than assuming:

Answer them with python3 bin/books.py answer wind_down.<key> "<answer>".

ready-to-file raises these same five under these same ids, so answering one here unblocks the entries and satisfies the filing requirement in one act. It raises them when the books say the company stopped, most often payroll ending part way through a year that runs to December, and the owner confirms it is being closed. It also asks for the certificate of dissolution or the board consent, which is the proof of the date all five rest on.

What it drafts, once it can

python3 bin/books.py wind-down --profile profiles/mine.local.json

• Settlement or write-off of related-party balances, with the treatment named

and the answer it rests on cited on the entry.

• Extinguishment of convertible instruments against what is actually paid,

not against the carrying amount. A difference between them is real and has to land somewhere deliberate.

• Final distributions, in the order the instruments and the cap table set.
• Closing remaining balances to zero, so the final balance sheet is a balance

sheet and not a residue.

Where a treatment depends on a document the profile does not hold, it emits a question rather than an entry. That is the intended behaviour, not a gap.

Around the entries, and not this skill's job

A dissolution is a filing exercise as much as a bookkeeping one. Depending on where the company is registered and operates, that can include a final return marked final, a statutory notice of the intent to dissolve, dissolution filings in the state of incorporation with taxes current, closing out registrations in other states, final payroll filings, and closing any foreign-subsidiary or foreign-ownership reporting. Several of these carry per-form penalties that dwarf the tax on a company with no profit.

Get the list from whoever prepares the return, early. That conversation is worth having before the books are finished, not after, because it changes what the books need to show.

What good looks like

Every entry cites the answer that authorizes it. Every balance is either zero or explained. The open questions that remain are written down where the accountant and the owner can both see them, rather than living in someone's head.