Next, make a plan to pay off current debts and terminate recurring or future liabilities. After the minutes of the nonprofit board are finalized, the minutes and the accompanying voting results of the meeting are recorded as board resolution and signed by the directors as approved and adopted. Final financial statements should reflect no remaining liabilities (or assets). Form 990-N filers should file a final 990-N for the most recently completed fiscal year. Whatever the reason to wind down operations, we have broken down the steps for you. The IRS also needs to be notified via Schedule N, of the IRS Form 990, Liquidation, Termination, Dissolution, or Significant Disposition of Assets. File Final Tax Returns. In Arizona, dissolving corporations … First, confirm the nonprofit corporation is current and in good standing with its filing and reporting … a$I�D��� b�пKӕ�;���(�>��O��*7���׷4(%��v�4���9g� '�����.�{\8S��ェY� \`1�b�+աK����J�/ cܐ0b^��W"��AIJ����wQoD����U'Ydd��۽�8��F/�{��� ;*8O{��(^��?�6�x �@Ҙ�]��9Ƽ�����^�k�sC1��|�Ĕ�ߺ+CU�U8_i+���̍���}G��9�N�]}�[�Ju_t�� 0 �hv A (Regular/Special) meeting of the shareholders of _____, Inc. was held at the corporation's principal offices at _____ and called to order at _____ ___.m. If a public bene fi t corporation, notice to the Attorney General, required by Section 48-64-103(a) of the Tennessee Nonprofi t Corporation Act, has been given. H��WM�c���W��$�ޒ�d�9o�L ;#�>U�'�F+ ��WTW5�|�������۷i���.�}�%�^�����������jokD,V�} _kKIk�X~�i��4߬�u�닾 �>��iM�8. Download sample nonprofit board resolution… This form is required by the IRS along with Form 966. Dissolving a Corporation. State agencies that may be relevant for your nonprofit include the Attorney General or other state charity official that regulates charitable solicitation registration, the state taxation office, state department of labor (if the nonprofit had employees) and any state licensing authorities, such as department of health or human services, that may have accredited or licensed the nonprofit’s activities. - The “ General Matters” resolution at the end of the catalog should be included with each set of resolutions submitted to the Board. If the leadership of the organization decides that winding down is the best option, the organization will need a “plan of dissolution.” A “plan of dissolution” is essentially a written description of how the nonprofit intends to distribute its remaining assets and address its remaining liabilities. 0 This means that in the dissolution process your nonprofit cannot give any of its property away to individuals, including board members, other volunteers, employees or those served. Internal Revenue Code Section 6043(b) and Treasury Regulations Section 1.6043-3 establish rules for when a tax-exempt organization must notify the IRS that it has undergone a liquidation, dissolution… After the “certificate” or “articles of dissolution” are filed with the state, the state will stamp the articles of dissolution as “filed,” and return the official document to the address on record. endstream endobj 1966 0 obj <>/Metadata 95 0 R/Pages 1961 0 R/StructTreeRoot 175 0 R/Type/Catalog/ViewerPreferences 1981 0 R>> endobj 1967 0 obj <>/Font<>/ProcSet[/PDF/Text]/Properties<>>>/Rotate 0/TrimBox[0.0 0.0 612.0 792.0]/Type/Page>> endobj 1968 0 obj <>stream The form provided here is simply a sample of what the actual Form 603 looks like. When the board votes on an action, such as approval or adoption of a change to the existing rules or bylaws, it may issue a resolution. Review everyday examples of success stories from across the country. RESOLVED, that the Board of Directors hereby elects to wind upand dissolve this Corporation; RESOLVED, that the Board of Directors and officers are authorized and directed to take all appropriate actions to wind up and dissolve this corporation. Corporate Dissolution Forms are used by the principals of a corporation in order to dissolve it. Phone: (202) 962-0322, Sponsorship and Advertising Opportunities. Articles of Dissolution … jh����#l��L�N(�pQ�u� Learn more about how the 2020 Census will impact the work of charitable nonprofits and what you can do to secure a fair, accurate, and complete count. “Nonprofit” means the notifying nonprofit and its Affiliates. There may well be additional corporate actions that will need to be taken well after the last day of active operations. Find principles of good governance and ethical & prudent practices for your nonprofit. Why should your nonprofit advocate? File dissolution papers with the state. After the board makes the decision to wind down, the organization should notify employees (and volunteers) who are likely to have questions ranging from the timing of their last day of work, to their eligibility for unemployment compensation, so be prepared to help them with their own employment transition. Document all transfers and sales, noting the fact that transfers of assets are only to other entities with tax-exempt public charity designation (“501(c)(3)”) or to a federal/state/tribal/local government. The transfer of assets may also invoke legal documents such as property deeds, contracts, and trademark registrations. 1990 0 obj <>stream �i Preserving the Johnson Amendment to remain above the partisan fray is vital to nonprofit missions. When any entity winds down there are legal implications such as termination of leases and other contracts, such as those relating to operations (i.e., the physical plant), programs, financial management (i.e., the nonprofit’s auditor), and potentially human resources (i.e., independent contractors and consultants). Board members may not be aware that the process of “winding down” the organization takes time, and in fact is likely to continue for several months after operations have ceased, so it is important that at least the minimum number of board members required by the bylaws remain in place to help with the dissolution process. hެ��n�8@�� �)J@Q��e�@�z#�i䁱�X�@1M�_��H��:iQ,ZÙ!g�9�I� �H�QD�'�P���Gc^H���I�$�2D�$�rD�`��{8�][��Y�\h[*d̓���&t/�N�t���d �D�a�,����'�ga�U��a\��qq�n�j�rN�T�)��X� We focus where the action is: state and local policy issues. All of your nonprofit’s liabilities, including taxes, need to be identified. A nonprofit organization that plans to end its operations should complete certain steps pursuant to Georgia Nonprofit Corporation … The Nonprofit should be the entity filing notice with the Attorney General and Reporter pursuant to the Nonprofit Act. The name of the corporation is: (insert name of the corporation) 2. The nonprofit board represents the public's interests, comparable to the way in which the board of a for-profit corporation represents the stockholders. Some assets may require external appraisals/valuations, while the monetary value of others will be straightforward. When it comes time to dissolve or wind up a corporation… (“Assets” could include cash, or tangible property, such as vehicles and office equipment, and/or intangible property, such as the contents of a database, or intellectual property owned by the dissolving organization.) Help us promote nonprofits and make an even greater impact in communities. Communicate through designated spokespeople with beneficiaries of the nonprofit’s services so they can make alternative arrangements as far in advance as possible. (You will need an “inventory” of assets to manage this part of the process smoothly.). Advocacy is essential to advance and achieve nonprofits' missions. Once the Articles/Plan of Dissolution is filed with the state, contact various state authority(ies) to inform those offices that the nonprofit is no longer operating. It is key that all remaining assets be distributed in a manner that is consistent with 1) federal and state law, 2) your organization’s bylaws or articles of incorporation, 3) the plan of dissolution. EIN 52-1689643, Frequently Asked Questions About Nonprofits, name a spokesperson and establish key agreed-upon talking points, inform the IRS of the organization’s dissolution, 50-State Guide to Dissolving a 501(c)(3) Corporation, Nonprofit Dissolution: What to Do When Closing the Doors, General Guide for Dissolving a California Nonprofit Corporation, Dissolving a Georgia nonprofit corporation, A guide for nonprofit organizations: Dissolution of a Illinois Not for Profit Corporation, How to dissolve a Maine Nonprofit Corporation, Dissolving a nonprofit with remaining assets, Guide for the voluntary dissolution of Minnesota nonprofits, Frequently asked questions for simplified dissolutions, How to dissolve a nonprofit corporation in Oklahoma, In some cases, shutting down permanently is not the only option. The resolution … Your organization is required by law to transfer all remaining assets to another tax-exempt organization or to the government. endstream endobj startxref On (insert meeting date) the shareholders of the corporation unanimously adopted a resolution to begin dissolution of the corporation on (insert date). Shareholders’ Liquidation Resolutions RESOLVED, that XYZ Corporation (Corporation) be dissolved, with all its corporate … Schedule N requires a dissolving nonprofit to report: Be sure to know the procedure in your state: In several states a nonprofit can’t just file its plan of dissolution without also going through other steps, such as filing a. … The written consent or a copy of the resolution authorizing the dissolution … RESOLVED, that the liquidation and dissolution of the Corporation be completed as soon as practicable, but in no event later than the time set forth in the Plan of Liquidation and Dissolution. Intent to Dissolve” will be submitted to the Attorney General. A corporation must attain a Certificate of Dissolutionfrom the office of the Secretary of State where the b… Larger workplaces may have obligations under state WARN laws (Worker Adjustment and Retraining Notification). Don’t forget future contractual obligations. This is where the expertise of an accountant may be needed!). Suite 700 East When starting a nonprofit organization in Georgia, the founders rarely contemplate the possibility of shutting down the organization. resolutions, with instructions on where to include situationspecific information. 5. pursuant to notice or waiver of notice; and a quorum being present, the following resolutions … This resolution grants authority to the officers of Client to carry out the actions contemplated by that set of resolutions, Disclaimer: Dissolution is a change in your nonprofit’s corporate status that is governed by state law. Yet, there are times when dissolution is the appropriate decision. Before making an important decision such as dissolving a nonprofit, the board of directors needs to reach consensus and take an official corporate action (a vote that is documented in minutes of the meeting) to affirm that dissolution is the right path. This filing will notify the state of incorporation of the organization’s plans to dissolve.) j40�v060�uP�& ߍ�m� ��" �3�12�4,=~����? A certified copy of a resolution to dissolve a corporation is an important document to maintain when it comes time to dissolve a company. (Some nonprofits have future restricted revenue or future liabilities on their books. 1. Each state has its own laws regarding the legal dissolution of an entity. k�]n�����c�he���z�ꂡ�����,n�w�0���������ݝ�Ny��ß��f��5\�zRw���Mg}��؅����}�����;�s�]zn��t7�P7f��X�b/����$N������|^���qL��s�h2d�9�k8�c�T�$OQ�Do��~An��&��=�Iw�%"=�ZJ�`s��q�`�����a�?a��,x�L�r5[��0� 6. The board of directors will vote to dissolve the organization, but its job doesn’t end there. Washington, DC 20001 Furthermore, the guidelines do not provide any advice on the legal and tax repercussions of dissolving the corporation. There are likely to be volunteers and staff members, board members, and those served by the nonprofit’s mission, who will have significant adjustments to make when the nonprofit closes its doors. corporation in accordance with the articles and bylaws of the organization, and the Illinois General Not For Profit Act. Find information on nonprofit impact in your state, Join us in busting some of the most common myths about nonprofits. 1. The dissolving corporation must pay its remaining debts. h�b```��,,[�@����(α����( 8����Bp+�҆���,�2=rA��&���%ؖ0%4�= ��e�Sm��%�v�F����9�b�L�4a`65�/���컖{/�^�^�ݯ�z���w��2�����W���`�`h�`�h�`j�`n`�h`�`� This article does not constitute legal advice. Make sure to check what the organization’s own articles of incorporation (or “certificate of incorporation”) and bylaws have to say about dissolution. Share the story of your nonprofit's impact and help us tell the story of the nonprofit sector. The Corporation … Perhaps the organization has fulfilled its mission. Nonprofits, just like for-profits, can choose to reorganize their structure through the.