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How to Dissolve a Nonprofit in California

How to Dissolve a Nonprofit in California

Running a nonprofit organization can be a fulfilling experience, but there may come a time when circumstances require you to dissolve the organization. Dissolving a nonprofit in California involves following a specific process outlined by the California Secretary of State and the Internal Revenue Service (IRS). In this article, we will guide you through the steps to dissolve a nonprofit in California and answer some frequently asked questions related to the process.

Step 1: Board Resolution

The first step in dissolving a nonprofit in California is to pass a board resolution. The board of directors must hold a meeting and vote to dissolve the organization. This resolution should include the reason for dissolution, the date of dissolution, and the appointment of a liquidator or a plan for winding up the affairs of the organization.

Step 2: Notify the California Attorney General

Once the board resolution is passed, you must notify the California Attorney General’s Registry of Charitable Trusts about the dissolution. This notice must be submitted within 30 days of the board resolution and should include information about the organization, its assets, and the plan for distribution of these assets.

Step 3: File Final Tax Returns

The next step is to file the final tax returns with the IRS and the California Franchise Tax Board. This includes Form 990 for federal taxes and Form 199 for state taxes. Additionally, you must indicate that the organization is being dissolved on these tax returns.

Step 4: Notify the California Secretary of State

You are required to file a Certificate of Dissolution with the California Secretary of State. This certificate should include information such as the name of the organization, the date of dissolution, the reason for dissolution, and the signatures of the board members or officers of the organization.

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Step 5: Settle Debts and Obligations

Before finalizing the dissolution, it is crucial to settle all debts and obligations of the organization. This includes paying outstanding bills, terminating contracts, and resolving any legal disputes. It is essential to consult with an attorney to ensure that all liabilities are properly addressed.

Step 6: Distribute Assets

Once all debts are settled, the remaining assets of the organization must be distributed. Nonprofits in California are required to distribute assets to another tax-exempt organization with a similar mission or to the government. The distribution plan should be outlined in the board resolution and communicated to the Attorney General’s office.

Frequently Asked Questions (FAQs)

Q: Can a nonprofit dissolve if it still has outstanding debts?
A: No, it is essential to settle all debts and obligations before dissolving a nonprofit. Failure to do so may result in personal liability for board members or officers.

Q: What happens to the remaining assets of a dissolved nonprofit?
A: The remaining assets must be distributed to another tax-exempt organization with a similar mission or to the government. This distribution should be outlined in the board resolution.

Q: How long does it take to dissolve a nonprofit in California?
A: The timeline for dissolving a nonprofit can vary depending on the complexity of the organization and the efficiency of the dissolution process. It can take several months to complete the entire process.

Q: Can a dissolved nonprofit be revived in the future?
A: Yes, it is possible to revive a dissolved nonprofit in California. However, the process may require reapplying for tax-exempt status and fulfilling other legal requirements.

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Q: What are the consequences of not properly dissolving a nonprofit?
A: Failing to properly dissolve a nonprofit can result in ongoing legal and financial obligations. The organization may still be held responsible for taxes, debts, and potential legal liabilities.

In conclusion, dissolving a nonprofit organization in California involves several important steps, including passing a board resolution, notifying relevant authorities, filing final tax returns, settling debts and obligations, and distributing assets. It is crucial to follow these steps carefully to ensure a proper and legal dissolution. If you have any doubts or concerns, it is advisable to consult with an attorney who specializes in nonprofit law to guide you through the process.

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