Record retention schedule for a closed company: a template by record type

How is a closed company's retention schedule different from an operating policy?#

A closed company's retention schedule differs from an operating policy because it has to work without the people and systems that normally apply it. An operating policy assumes departments, a records manager and live software with retention settings. After closing there may be one custodian, a storage bill and a few encrypted drives.

That changes what the schedule must say. Every row needs an owner after dissolution, a location that survives the last subscription, a trigger event that is already known, and a destroy or review date someone will actually act on. Records kept only because nobody decided are a cost and a privacy exposure, not an asset.

The schedule should also answer a question operating policies rarely ask: which retained records might be licensed rather than simply stored. Archives of support conversations, job histories and quality records can interest AI developers once rights and privacy are cleared, and that option disappears if they are destroyed by default.

The template columns and what to enter#

The template uses one row per record type, not per file or per system, so a single system such as NetSuite may appear in several rows. Use the columns below and keep entries short enough to scan on one screen.

Add a note wherever a system can delete records on its own, because automated rules keep running after the staff who set them leave. Zendesk admins can create ticket deletion schedules that keep deleting matching archived tickets, and deleted tickets cannot be restored. Gong cannot restore calls purged by a shortened retention period. Slack admins on paid plans can set custom deletion periods, and that deletion is permanent. Pause such rules until exports are verified, unless counsel confirms a deletion obligation requires them.

Template rows by record type#

The rows below give a starting point for a US company that has closed. Retention bases are described rather than given as periods, because periods differ by state, industry and the company's own contracts, and they should be set with counsel and the company's tax adviser.

How do you fill in the retention basis without guessing?#

The retention basis is filled in from sources, not memory. Each row should point to the rule or document that requires the record to be kept and name the person who confirmed it, so a later custodian can see why a date was chosen.

Treat this as general information rather than legal or tax advice. Retention rules differ by state, industry and contract, so confirm each row with counsel and the company's tax adviser before relying on it.

• 1Tax: the tax adviser confirms periods for returns, payroll tax filings and supporting records, including state rules.
• 2Employment: counsel checks federal and state requirements for payroll, personnel, hiring and safety records.
• 3Corporate: counsel confirms what the dissolution process requires, including how long records must stay available for claims.
• 4Contracts: review customer, vendor and lease agreements for retention, audit, return and deletion clauses.
• 5Industry rules: check any regulator, licensing board or certification body that oversaw the company's work.
• 6Insurance: read claims-made policies and any tail coverage for record requirements.
• 7Disputes: list open or threatened claims, each of which can trigger a legal hold.

When a contract requires deletion instead of retention#

A contract that requires deletion sets a maximum, not a minimum, and the schedule must show it. Many software and services agreements, and most data processing agreements, oblige the company to return or delete customer data when the relationship ends, sometimes with a certificate of deletion.

Those obligations can conflict with a wish to keep everything. Where they do, the deletion obligation usually governs customer-owned data, while the company's own internal records about how it did the work may be treated differently. Record each conflict in the notes column and let counsel decide; never resolve it by quietly keeping the data.

Records under a deletion obligation should be marked No in the license-eligible column. That keeps them out of any later fit check and protects the custodian from relying on data the company was required to give up.

How to decide what goes in the license-eligible column#

The license-eligible column records a first view, not a decision. Use No for records that must be kept but have no licensing role, such as tax files, and for records the company must delete. Use Review for operational records the company created in the course of its work, where licensing might be possible after checks.

A Review flag delays destruction until the assessment is done, but it does not extend retention of personal data beyond what is lawful. If an assessment cannot happen before a destroy date, the destroy date wins unless counsel advises otherwise.

Illustrative: a mechanical contractor closes with a schedule in place#

Illustrative: a fictional commercial mechanical contractor with a long service history decides to close after its owners retire. It ran ServiceTitan for service and maintenance work, QuickBooks for accounting, Gusto for payroll and Microsoft 365 for email.

The wind-down officer built the schedule with the former controller as custodian and the outside CPA as backup. Tax, payroll and contract rows were marked No and assigned to the CPA's archive. ServiceTitan job histories, equipment records and technician notes were exported to an encrypted archive and marked Review, with customer contact details flagged as personal data.

Email was marked Review with a strict privacy screen, and a pending warranty claim put a legal hold on records for one building owner. The board approved the schedule, subscriptions were cancelled only after exports were verified, and the Review rows went to a metadata-only licensing assessment before any destroy date arrived.

How SourceX uses a retention schedule#

SourceX uses a closed company's retention schedule as the starting map for the Supply step of the SourceX five-step transaction: Supply, Rights, Preparation, Approval and Delivery. Rows marked Review become candidates for a metadata-only fit check, and rows marked No stay out entirely.

Rights review then tests the contracts named in the schedule, and the custodian's release decision is recorded in the SourceX Evidence Packet with provenance, permitted use and the privacy record. SourceX does not set retention periods; counsel and the tax adviser do.