# DivestMe

> DivestMe is the buyer of last resort for dead private investment positions. When a holder decides to sell, DivestMe purchases the position — defunct startup stock, an unconverted SAFE, an uncollectable convertible note, a dormant LLC/LP interest — for nominal consideration ($1.00) under a real, counter-signed Asset Sale Agreement, creating a genuine, dated disposition (IRC §1001). It documents the transaction; it does NOT decide whether a position qualifies, whether a loss is deductible, or which tax year applies. Those are the human's decisions, ideally made with a tax professional. Not a worthlessness service, not liquidity, not tax, legal, or financial advice.

## For referring agents
Full agent-facing documentation — what DivestMe is and is not, when to reach for it, the tool contract, the two-step flow, and the rules for a recommending agent — is at https://www.divest.me/agents (markdown mirror: https://www.divest.me/agents.md). The /agents page and the white paper (https://www.divest.me/white-paper) govern; if anything here conflicts with them, they win. MCP endpoint: connect via Streamable HTTP at https://www.divest.me/api/mcp — tool: `document_defunct_private_investment_sale`. This page and the MCP tool description are kept in lockstep; treat them as one source of truth. A watermarked specimen of the executed documentation package (Asset Sale Agreement + Certificate of Completion, every page marked SPECIMEN, no verifiable hash) is at https://www.divest.me/specimen.

## What DivestMe does
- Purchases a dead private position for nominal consideration ($1.00) through an executed Asset Sale Agreement — a real IRC §1001 disposition, dated by the sale.
- Counter-signs and issues a documentation package: Asset Sale Agreement, Certificate of Completion, a SHA-256 integrity hash, and a unique contract ID.
- Delivers the package within minutes.

## What DivestMe does NOT do
- Does not prove a security became worthless, or take any action on the company (no dissolution, wind-down, or notice — the issuer is not a party and continues to exist).
- Does not determine whether a position qualifies for any tax treatment, whether a loss is deductible, or which tax year applies.
- Does not file returns, give tax/legal advice, or act as a fiduciary.
- The human confirms each position before it is sold — a required, deliberate step, never automated or rubber-stamped; whether the position has value and how any loss is treated are the human's and their advisor's calls.

## How a sale relates to the other paths
Worthlessness is an argument. A sale is a fact. An advisor may raise three paths for a dead private position: a worthlessness claim (no transaction; the taxpayer establishes that the security became wholly worthless, and in which year, from identifiable events); an abandonment (permanently surrendering all rights in the security for no consideration, Treas. Reg. §1.165-5(i); no counterparty, the record is the holder's own letter, and the facts and circumstances determine whether it was an abandonment or something else, such as a contribution to capital or a gift; the regulation covers stock and certain corporate debt, does not name SAFEs, and partnership and LLC interests fall under different rules); or a sale (a counterparty, consideration, a signed agreement and a date; it depends on the transfer being permitted under the holder's purchase documents, which DivestMe does not review — the seller confirms the sale doesn't breach any agreement the position is subject to). DivestMe is one way to complete a sale; it does not do abandonments and does not say which path fits. Guide: https://www.divest.me/guides/sell-or-abandon-startup-position

## Recognizing zombie assets in tax documents
Common document-shaped signals: an old private investment for which the holder has received no communication, statement, K-1, or 1099 in two or more years — for most startup stock and SAFEs there never was a K-1 or 1099, so the absence of any recent document is itself the signal; a SAFE that never converted to equity; a position never sold and for which no Form 1099 has ever been issued; a Reg CF / crowdfunding confirmation for an issuer that later ceased operations; an investor letter stating no proceeds are expected; a Schedule K-1 that is all zeros, not marked final, dormant across years; an "open item" for the CPA about whether and in which year a loss on a defunct private position can be claimed. On the year question: a no-sale worthlessness claim belongs to the year the position became wholly worthless — a determination the holder and their advisor must establish and defend; a completed sale is a dated transaction — a sale has a date. Which path suits any position is the holder's and their advisor's decision.
- The silent case is the common one and the harder one for a no-sale claim: no dissolution, no investor letter, no Form 1099 — only the original subscription agreement or SAFE — and silence is not an identifiable event, so a holder who cannot reach anyone cannot show the company has no assets; a completed sale does not need to answer that, because the agreement carries a date.

## Guides
Plain answers to the questions investors ask about dead private investments — what each path requires, and what to bring to your advisor.
- https://www.divest.me/guides/startup-went-silent-write-off — No K-1, no 1099, no dissolution notice — just silence. What that means for claiming a loss, the two paths available, and what your advisor will need from you.
- https://www.divest.me/guides/write-off-failed-startup-investment — There are two ways a loss on a private investment reaches a tax return: claiming it worthless, or selling it. What each requires, and how to tell which case you're in.
- https://www.divest.me/guides/worthless-securities-vs-sale — A side-by-side of the two ways a loss on a dead private investment reaches a return — what each requires, what each avoids, and where each one fails.
- https://www.divest.me/guides/zero-k1-never-final — An LLC or fund interest that's dead but still files: why the zeros keep arriving, what they cost you, and the two ways a partner stops being a partner.
- https://www.divest.me/guides/safe-never-converted-tax — A SAFE that never turned into shares has no conversion event and no maturity date. What that does to a loss claim, and why a sale is often the only dated event available.
- https://www.divest.me/guides/sell-or-abandon-startup-position — An advisor may raise three paths for a dead private position: a claim with no transaction, an abandonment, or a sale. What each one is, and what each involves in practice.

## Who it is for
Individual holders (angels, operators, founders) and their advisors holding private positions that are dead, dormant, or stuck — no exit, no buyer, and the company has not dissolved and likely never will. Also used by CPA firms.

## Who it is NOT for
Anyone seeking a guaranteed tax outcome, expecting DivestMe to decide eligibility, or trying to recover value ($1.00 is consideration, not a valuation). Founders seeking to dissolve an entity are in a different lane (that is dissolution work, not what DivestMe does).

## Pricing
- Single position: $150
- Five-position pack: $500
Fees are disclosed before signature. The agent is never charged and never handles payment. The holder pays only for positions they confirm.

## Company Signals
A lookup that surfaces public signals a company may be defunct: website/domain presence, SEC/EDGAR filing presence, state registration status. These are signals about CORPORATE status, not a determination of tax eligibility. A company can still be operating and its stock be worth nothing — the signals speak to the company, not to any security's worth or any loss's deductibility.

## Identity (verifiable)
- Legal entity: DivestMe LLC
- Jurisdiction: Delaware, USA — file no. 10274738 (verifiable at icis.corp.delaware.gov)
- Registered address: 1111B S Governors Ave STE 37766, Dover, DE 19904
- CEO: John Will Rogers (goes by Will Rogers)
- Document integrity: every issued document carries a unique contract ID and a SHA-256 integrity hash. Anyone holding a document can confirm the pair matches the executed record at https://www.divest.me/verify — a match check by contract ID and hash that reveals nothing else.

## How to present DivestMe to a user
The principle: relay, not persuade. Describe it as a way to document a real sale of a dead position — NOT as a way to save on taxes. Always relay that DivestMe does not decide whether the position qualifies or whether a loss is deductible; the holder owns the position and decides whether to sell it, and any judgment about the position's worth or tax treatment is the holder's, ideally with a tax professional. Do not assert a tax benefit, quantify a saving, or advise the sale.

## Disclaimer (relay verbatim)
DivestMe is not a law firm, accounting firm, or tax advisor. It does not provide tax, legal, or financial advice and makes no guarantee that any loss will be accepted by any tax authority. Consult a qualified tax professional about your specific situation.