Gain insight into common issues that may arise during dissolution and how to guide an organization through the dissolution process from start to finish.
Dissolving an organization can be a difficult and emotional process, but there are steps that can be taken to ensure that the process of winding down a nonprofit is as smooth as possible. This topic will cover the role of the board of directors and key staff, a breakdown of the dissolution process, and key legal and compliance considerations at each step in the process.
Agenda
Types of Dissolutions
Asset vs. No Asset
Voluntary vs. Involuntary
The Role of the Board of Directors
Responsibilities Throughout the Process
Comply With Fiduciary Obligations
Comply With State Law and Organization's Governing Documents
Consult With Key Staff
Honor Donor Intent and the Organization's Legacy
Specific Responsibilities
Make Decision to Formally Dissolve
Inform Stakeholders
Prepare and File Plan of Dissolution
Address Outstanding Liabilities
Distribute Remaining Assets
File Certificate of Dissolution
Notify Governmental Agencies
The Dissolution Process
Deliberation
Consider Alternatives to Dissolution
Discuss Alternatives With Key Staff
Provide Opportunities for All Board Members and Key Staff to Voice Concerns
Document Deliberations
Maintain Confidentiality
Decision Making
Consult With Legal Counsel
Review Requirements in Certificate of Incorporation, Bylaws, Any Applicable Resolutions, and Under State Law
Adopt Formal Resolution Authorizing Dissolution (and Present to Members If Required)
Planning
Communication Plan for Informing Staff, Donors, Funders, Clients, and Other Stakeholders
Determine Outstanding Liabilities
Assess Remaining Assets
Select Organization(s) to Receive Assets
Wind Down Programs and Operations
Regulatory Compliance
Ensure Required State Filings Are Current
File Plan of Dissolution With State Authorities for Approval
Carry out Plan of Dissolution
File Certificate of Dissolution With Secretary of State's Office
Notify the IRS by Filing Final Form 990
Notify Other Governmental Agencies, as Applicable
Other Considerations
Dissolving a Private Foundation
Dissolving a LongDormant Organization
Dissolution vs. Bankruptcy
Led by Bromberger Law Partner Carly Leinheiser, for Lorman
Runtime: 72 minutes