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  • Writer's pictureCarly Leinheiser

Dissolving a Nonprofit Organization

Updated: Apr 14, 2021

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.


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

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