Closing a US subsidiary of a foreign company: assess the records first

Why assess records before closing a US subsidiary?

Assess the records before anyone switches systems off, because a subsidiary's email, CRM, finance and support history can be deleted soon after systems are switched off, and once it is gone it cannot be licensed. A wound-down company can still qualify for SourceX if the data still exists and someone with authority agrees.

Groups exiting the US usually optimize for speed and cost. Licenses are cancelled, the tenant is closed, laptops are collected. Nobody is asked what the records could be worth, because nobody owns that question. This guide is for the adviser, finance lead or restructuring professional who can ask it.

What does the closure timeline look like, and where do records disappear?

The row that matters is systems shutdown. Many SaaS tools delete data a set period after cancellation, and the period varies by vendor, so ask each vendor rather than assume.

Can a wound-down company still qualify?

Yes, if the data still exists. Status can be operating, acquired or wound down. What the company needs is the same baseline as any other: 50+ full-time employees at peak (contractors excluded), several years of documented operations, rights to license the data and an authorized sponsor. See who qualifies for the full list.

The sponsor is the hard part in a closure. It must be someone with authority to license the company's data: an owner, CEO, CFO or authorized representative. In a solvent wind-down that is usually the board or a director appointed to oversee it. If a court, trustee or assignee has taken control of the assets, that person must be involved first; the Chapter 15 and US insolvency explainer and the guide for administrators with a US subsidiary cover that case.

The 5-point records check before shutdown

Run this with the US finance lead or IT lead in under an hour. It describes the records in general terms and never involves opening them.

• Years: roughly how many years does each system go back, and are older archives still readable?
• Breadth: how many separate systems hold work records (email, chat, CRM, finance, support, engineering, operations)?
• Exportability: can a named person export each system, and is a vendor ticket needed?
• Rights: who created the records, and do customer contracts, employee notices or privacy promises restrict licensing?
• Authority: who can say yes on behalf of the company during the wind-down?

Two or more unknowns means the check should continue, not stop. A failure on rights or authority does stop it.

Who needs to authorize?

In a subsidiary of a foreign parent, authority often sits in two places: the US entity's officers and the parent's board or delegation of authority. Intellectual property and data decisions are frequently reserved to the parent. Expect both to be involved, and do not assume the US general manager can sign alone.

This is general information, not legal, tax or financial advice. Insolvency and corporate law vary by state and jurisdiction; confirm with your own counsel before acting.

Where customer personal information is part of the data, privacy promises still apply. In a US bankruptcy sale, section 363 of the Bankruptcy Code restricts the sale or lease of personally identifiable information that the debtor's privacy policy said it would not transfer, unless the sale fits the policy or a court approves it after a consumer privacy ombudsman is appointed. Records that are mostly consumer data are a poor fit for this program regardless.

What to preserve, and how

You do not need to export anything yourself. The aim is to stop deletion until a decision is made.

1. List every system with its owner, subscription end date and vendor retention period.
2. Ask the vendor or administrator to pause deletion, or extend the subscription on a read-only plan for a short period.
3. Keep admin credentials with a named custodian, not a departing employee.
4. Archive mailboxes and chat history in full rather than in selected folders.
5. Write down who holds the archives after the entity is dissolved.

Large datasets stay in the company's own storage. SourceX never hosts multi-TB datasets, and delivery uses the seller's storage or encrypted drives under the agreed terms. Companies with image, audio or video workflows can read the guide to assessing multimodal workflow records without uploading raw assets.

What to say to the board or group finance lead

The ask is small, time-boxed and reversible, which is why it gets a hearing.

How do rewards work for the adviser who raises it?

Partners earn 25% of the eligible platform fees SourceX actually collects from the referred company's licensing deals, capped at $100,000 per referred company. The reward is paid only after the buyer pays and SourceX receives its fee; a lead, meeting or signed agreement alone does not trigger payment, and no reward is guaranteed.

The reward is never deducted from what the company receives. Restructuring professionals who are court-appointed or hold fiduciary duties should confirm with their own counsel whether and how a referral reward can be accepted, and disclose it to the relevant parties. The referral earnings calculator shows how the formula works, the tax paperwork guide for non-US partners covers the form a payer may request, and the program terms set the detail.

When not to bother

• The subsidiary was under 50 full-time employees at its peak.
• Archives were already deleted.
• The records mostly belong to the subsidiary's customers or to the parent's other entities without consent.
• The data has already been licensed for AI training.
• No one with authority will engage.

Next step

If a US closure is on your calendar, run the 5-point check this week. When it passes, register as a partner and introduce the sponsor, or send them to sourcex.si/apply with your referral link.