You know the email. It comes from an investor, or from their accountant, usually around tax time. “Any update on when you’re dissolving?” “Is there going to be a final K-1?” “My CPA needs a letter stating the shares are worthless.”
Underneath all three is the same question: when are you going to give me a date? And you can’t answer it — not because you’re hiding something, but because you don’t know. This page is about answering it anyway.
Why every answer you had was bad
Dissolve. Law-firm dissolution packages run roughly $3,000–$7,500 for the bare entity and $10,000–$25,000 for a standard wind-down; Sunset, one of the shutdown services, suggests keeping $30,000–$50,000 in the bank to close a typical software company properly. And if the company is a Delaware corporation that’s gone void for unpaid franchise tax — which is what happens when nobody files the annual report — you have to bring it back into good standing first: missing reports, back taxes, penalties, interest, revival fees. You pay to revive a company so you can pay to kill it. For a company with nothing in the account, that’s not a choice, it’s a wall.
Write the letter. The “worthlessness letter” an investor or their accountant is asking for is a statement, on your letterhead, about a value you don’t know and a tax position that isn’t yours. You’re being asked to be somebody else’s paperwork. (If the accountant wants the mechanics of a sale instead, the white paper was written for them.)
Make something up. A timeline you don’t have. A verdict you’re not ready to give. “We’ll have it wrapped up by Q2.” “Yeah, it’s dead.” Both are easier to type than “I don’t know,” and both are statements you may have to walk back — to the people you’ll raise from next time.
Accept the surrender. An investor can “abandon” their shares by sending them back to the company for nothing, and their accountant may suggest it. It’s a real option for them. For you, it means receiving the notice, cancelling the shares, amending the cap table, and possibly a board consent, once for every investor who takes that route, plus a file of letters from your own shareholders giving up their shares. And if you’ve been telling investors there’s still something there, each surrender you process is a shareholder handing back, for nothing, what you’ve said has value — a contradiction that sits in your own files. A sale to an independent buyer asks none of that of you — at most one email, if an investor’s documents require your consent. If your documents give the company a right of first refusal or a consent right, an investor may ask you to waive it; that’s a signature, not a wind-down.
The reasons you haven’t closed — and don’t owe anyone
There may be a perfectly good reason the company is still standing. The patents or the codebase might find a buyer. A domain, a dataset, a trademark, an acquihire that hasn’t materialized but could. A claim you’re still pursuing. A pivot you haven’t given up on. Or simply no cash to close with. And “still exploring a few options” may be exactly true. You’re allowed to say it. What you can’t give them is a date — and that’s the only thing they were waiting for.
You don’t have to explain any of that to your shareholders, and you don’t have to pretend it isn’t there. The odds of it turning into money for them may be remote; you’re allowed to keep the door open anyway. The problem was never that the company is open, or that you can’t say when it will close. The problem is that your investors have a line on their books with no date on it — and they’ve been waiting on you to supply one. (What that looks like from their side.)
They don’t have to.
They don’t need a date from you
A holder can sell their position — shares, an unconverted SAFE, a note, an LLC interest — to an independent buyer. A sale is a dated disposition under IRC §1001. It happens whether or not the company ever files anything with anyone, whether or not you ever decide, and it doesn’t touch the company’s status.
DivestMe is that buyer. A documented sale through DivestMe costs the investor a flat, disclosed $150 per position. DivestMe LLC counter-signs the Asset Sale Agreement, takes the position outright, and delivers the executed agreement and a Certificate of Completion within minutes of payment. The purchase price is nominal, $1.00, because a position with no market has no price to discover; the dollar is consideration, not a valuation, and it is what makes the transaction a sale rather than an abandonment. What the sale means for the investor’s taxes — whether it produces a loss, and what kind — is between the investor and their tax advisor. DivestMe documents the sale; it doesn’t determine eligibility for any tax treatment, and nothing on this page does either.
Here’s what it does for you. You don’t dissolve anything, revive anything, or pay anyone. You don’t write a letter or sign a statement about someone else’s tax position. You don’t have to declare the company dead, and you don’t have to promise it’s coming back. The company keeps standing, with whatever option value it has, and nobody needs to know why. Your entire role is to say the one true thing only you can say: don’t wait on me.
What to say
Someone asked, so this is a reply, not an announcement. It needs two things: that you can’t give them a date, and that they don’t need one from you — a documented sale is something they can do on their own, without anything from the company, and their accountant is the person to ask whether it makes sense. If the honest answer is “we’re still exploring a couple of things,” say that — and add “don’t wait on me.” Both can be true. Point them at divest.me/how-it-works.
That’s the whole message. No retrospective, no apology, no forecast, no opinion about what they should do. If they asked for a letter, the answer is that you don’t know what the position is worth any more than they do, and you’re not going to guess on paper. (Why the letter gets asked for, and why a sale doesn’t need one.) Write it in your own voice, or hand this page to whatever you draft with — it has what it needs.
Got an email from DivestMe?
DivestMe is an independent buyer of private positions that have stopped going anywhere. One of your investors has agreed to sell us their position in your company (shares, a SAFE, a note or an LLC interest) for $1.00. That price is the sale’s consideration, not a valuation of your company. Your company isn’t a party to the sale, and nothing is filed on its behalf.
Their purchase documents may need your okay for the transfer, so we’ve asked. Reply Consent or Decline and we’ll record your answer and pass it to the investor. If we don’t hear back within a week, we’ll note that no reply came.