Technology lawyer here! Not your lawyer, just a lawyer generally. I will preface this comment with the caveat that: (1) you can't (and shouldn't) rely on any of what I am about to say; (2) none of this constitutes legal advice; and (3) laws vary from jurisdiction to jurisdiction (and I am not familiar with your specific jurisdiction).
> Anything I should do first, legally wise?
This is a tricky situation from a legal standpoint and you should contact a lawyer to get some advice for you in your personal capacity. Transferring ownership of code isn't always as simple as saying "this is now yours!". You will want to find someone who can draft an agreement to assign the rights in your code from your company to you. In some jurisdictions, if multiple people assisted in writing the code, there may be additional steps you have to take to secure your rights in the code. You mentioned that you wrote the code, but a lawyer will hopefully be able to take a look at your specific circumstances and give you some advice on what you need here.
> The company will be completely shut down, no more b-corp.
> I own < 50% of the company
You're also probably going to want to get any lawyer you hire to look at the documents that established your company (including any articles of incorporation or a partnership agreement) or your employment agreement with the company (if you have one). These documents may be important for your receipt of the rights to the code, and also for determining what your rights are with respect to the assets of the company after you wind it up.
> The problem is that I have no clue how to properly handle a sell like this.
Again, a lawyer can help with this (not to sound like a broken record) once you have a buyer lined up. You'll need to draft and negotiate an agreement to sell the code, which a lawyer can assist with.
In terms of what to look for in a lawyer, try to find someone that does commercial technology contracts and has experience selling software. Not all Intellectual Property lawyers do work with software/technology, so you will want to try to find someone in that niche area. Pricing for drafting an agreement generally scales with how customized the agreement is. Depending on your specific circumstances, you may be able to get away with relatively generic agreements, which can help keep costs down.
> Anything I should do first, legally wise?
This is a tricky situation from a legal standpoint and you should contact a lawyer to get some advice for you in your personal capacity. Transferring ownership of code isn't always as simple as saying "this is now yours!". You will want to find someone who can draft an agreement to assign the rights in your code from your company to you. In some jurisdictions, if multiple people assisted in writing the code, there may be additional steps you have to take to secure your rights in the code. You mentioned that you wrote the code, but a lawyer will hopefully be able to take a look at your specific circumstances and give you some advice on what you need here.
> The company will be completely shut down, no more b-corp. > I own < 50% of the company
You're also probably going to want to get any lawyer you hire to look at the documents that established your company (including any articles of incorporation or a partnership agreement) or your employment agreement with the company (if you have one). These documents may be important for your receipt of the rights to the code, and also for determining what your rights are with respect to the assets of the company after you wind it up.
> The problem is that I have no clue how to properly handle a sell like this.
Again, a lawyer can help with this (not to sound like a broken record) once you have a buyer lined up. You'll need to draft and negotiate an agreement to sell the code, which a lawyer can assist with.
In terms of what to look for in a lawyer, try to find someone that does commercial technology contracts and has experience selling software. Not all Intellectual Property lawyers do work with software/technology, so you will want to try to find someone in that niche area. Pricing for drafting an agreement generally scales with how customized the agreement is. Depending on your specific circumstances, you may be able to get away with relatively generic agreements, which can help keep costs down.