Nonprofit Dissolution Documents Checklist

1. Board Actions

• ☐ Board resolution approving intent to dissolve, citing statutory authority.
• ☐ Minutes documenting board discussion and vote.
• ☐ Plan of dissolution outlining distribution of assets, payment of liabilities, and timeline.

2. Member Approval (if applicable)

• ☐ Membership meeting notice and proxy forms.
• ☐ Minutes or written consent documenting member approval.

3. Regulatory Filings

• ☐ Articles of Dissolution filed with Secretary of State, including required fees.
• ☐ IRS Form 990 (final return) marked "Final" and Form 990 Schedule N.
• ☐ IRS Form 990-T (if applicable) and state corporate/charitable returns marked "Final."
• ☐ Notice to state Attorney General/charities bureau with required documentation (plan of dissolution, financial statements).
• ☐ Cancellation of business licenses, permits, and registrations.

4. Asset Distribution Documentation

• ☐ Inventory of assets and liabilities.
• ☐ Proof of payment of debts and obligations (loan payoffs, vendor releases).
• ☐ Agreements transferring assets to qualified 501(c)(3) organizations (include letters of receipt and acknowledgments).
• ☐ Assignment of intellectual property, donor-restricted funds, grant novations.

5. Notifications

• ☐ Notify donors, grantors, and stakeholders of dissolution plan and disposition of restricted funds.
• ☐ Notice to employees regarding termination, final pay, benefits continuation (COBRA), unemployment.
• ☐ Notification to landlords, service providers, insurers.

6. Records Retention

• ☐ Determine storage location for corporate records per legal requirements.
• ☐ Provide contact information for custodian of records.

7. Final Operations Wrap-Up

• ☐ Close bank accounts after checks clear; document final balances.
• ☐ Cancel insurance policies after coverage no longer needed.
• ☐ Terminate vendor contracts and online accounts.

8. Post-Dissolution Compliance

• ☐ Receive confirmation of dissolution from Secretary of State and Attorney General.
• ☐ File final employment tax returns (Form 941, state payroll, W-2s).
• ☐ Maintain documentation for statutory retention period.

Ensure dissolution complies with state nonprofit law, IRS requirements, and donor restrictions. Consult legal counsel for complex asset transfers or liabilities.