Wind-down officer: role, duties and first decisions

What is a wind-down officer?#

A wind-down officer is an officer of the company appointed by its board to manage the closure of the business after the owners decide to stop operating. The title varies: some companies use chief wind-down officer, and others give the CFO a wind-down mandate without a new title.

The officer works for the company, not for any single creditor or investor, and acts within the authority the board grants. That authority usually covers selling or licensing assets, terminating contracts and leases, settling claims, handling final pay and benefits, filing final tax returns and making distributions under the plan of dissolution.

Boards appoint one when they want a single accountable person on the details, when founders are leaving for new roles, or when the closing involves enough creditors, contracts and assets to need full-time attention.

How the role differs from a CRO, assignee, receiver or trustee#

A wind-down officer differs from other restructuring roles mainly in who makes the appointment and whether a court supervises the work. Choosing among these paths is a legal and strategic decision made with counsel.

In the out-of-court path, the company keeps control of its assets and the officer can move quickly. The other paths add formality and oversight in exchange for protections such as a supervised claims process.

Insider or outside professional?#

The choice between an insider and an outside professional comes down to knowledge of the business versus independence and availability. An insider such as the CFO or COO already knows the systems, vendors and people, and can act from the first day without a learning curve.

An outside restructuring professional brings experience with claims processes, creditor negotiations and asset sales, and has no stake in how former colleagues are treated. That independence matters when the company owes money to insiders, when investors disagree about the closing, or when the insider plans to leave soon.

Some boards combine the two: an outside officer holds the authority, and a former finance or operations lead stays on a consulting agreement to supply the knowledge of systems and records.

Core duties of a wind-down officer#

The core duties of a wind-down officer are to turn the company's assets into cash or distributions, resolve its obligations and leave a documented record of each decision. The list reflects what typical board resolutions cover; your own resolution defines the actual scope.

• 1Take control of bank accounts, signatories and the cash forecast.
• 2Identify assets and sell, license or distribute them, including equipment, intellectual property and data.
• 3Terminate or assign contracts, leases and subscriptions.
• 4Handle final payroll, benefits continuation notices and employee records.
• 5Notify creditors, review and resolve claims, and hold reserves for contingent claims.
• 6File final tax returns, regulatory reports and the dissolution documents.
• 7Preserve required records and name a custodian.
• 8Report to the board and make distributions as the plan allows.

First decisions in the opening days#

The first decisions in the opening days establish the officer's authority and stop avoidable losses. Each one is easier to make early than to repair later, and each should leave a document behind.

Data belongs on the asset register from the start. Support histories, CRM records, code repositories and job records lose value when systems lapse and the people who understand them leave, and nothing can be assessed once it is deleted.

Mistakes new wind-down officers make#

The mistakes new wind-down officers make usually come from acting before the paperwork catches up. The most serious is signing contracts or asset sales before a board resolution clearly authorizes them.

Other common errors include cancelling the company card that pays for systems no one has exported, promising employees or creditors specific amounts before claims are known, distributing cash before reserves for contingent claims are set, and letting the domain or email lapse while notices are still going out. Each is avoidable with a written plan the board has approved.

Illustrative: a CFO becomes wind-down officer at an HVAC company#

Illustrative: Tamsin Valley Heating and Air, a fictional residential HVAC contractor, closes after its owners decide not to continue. The board appoints the company's CFO as wind-down officer. The business runs ServiceTitan for calls, estimates, jobs and invoices, QuickBooks for accounting and Google Workspace for email.

In the opening days, the CFO obtains a board resolution covering asset sales, licenses and contract terminations, confirms the D&O policy and its tail, and moves the ServiceTitan subscription off a card scheduled for cancellation. The dispatch manager and the outside IT contractor agree to stay through the export work. The asset register lists trucks, tools, the warranty book, the domain and the ServiceTitan job history.

The CFO sells the trucks and tools, assigns active maintenance agreements to a nearby contractor, and places warranty records with a named custodian. The ServiceTitan job history goes through a metadata-only value review before any deletion decision, and the board decides next steps once the review is complete.

How SourceX works with wind-down officers#

SourceX works with wind-down officers at the asset register stage, when data is one of several assets awaiting a decision. The initial assessment uses metadata only and requests no files, so it does not compete with payroll, tax or creditor work.

If a package proceeds, the officer is the approving signer at each step of the SourceX five-step transaction, and the SourceX Evidence Packet records the release authorization alongside provenance and the privacy record, which gives the officer a clean record to report to the board.