Need to close down your Florida nonprofit corporation? Here’s a quick overview of the main steps to dissolve and wind up a 501(c)(3) nonprofit corporation under Florida law.
Closing starts with dissolution, and to dissolve your nonprofit, you will need a resolution to dissolve. In addition, you’ll need a plan of distribution that indicates how the nonprofit’s remaining assets will be distributed after all creditors have been paid. With a resolution and plan in hand, Florida law provides for voluntary dissolution as follows:
- if your nonprofit has members, by action of the directors followed by a vote or other consent of the members; or
- if your nonprofit doesn’t have members, by a vote of the directors.
Under the first method, the board first must adopt the resolution to dissolve and then submit it to the members. The members then generally meet and vote to approve the resolution. Alternatively, members can provide unanimous written approval for the resolution without meeting. The procedure for approving the plan of distribution is essentially the same.
Under the second method, it is up to the board alone to approve the resolution to dissolve. Generally, the resolution must be approved by a majority of the directors in office at the time of approval. The procedure for approving a plan of distribution is the same.
Make sure to properly record the resolution to dissolve, the plan of distribution, the directors’ votes, and, where necessary, the members’ votes or written consents. You’ll need this information for filings with the state and the IRS.
Articles of Dissolution
After your board (and, where applicable, voting members) have approved the dissolution, you’ll need to file articles of dissolution with the Department of State’s Division of Corporations (DOC). The articles of dissolution must contain:
- the name of your nonprofit
- if your nonprofit has members entitled to vote on dissolution, either (a) the date of the member meeting at which the resolution to dissolve was adopted and a statement that the votes cast was sufficient for approval, or (b) a statement that such a resolution was adopted by written consent and executed in accordance with section 617.0701 of the Florida Not For Profit Corporation Act; and
- if your nonprofit does not have members entitled to vote on dissolution, a statement of that fact, the date the resolution to dissolve was adopted by the board of directors, the number of directors then in office, and the number of votes for and against the resolution.
A form for the articles of dissolution, including instructions and a form for a cover letter, is available for download from the DOC website. There is a base filing fee of $35.
After your nonprofit has formally authorized dissolution, it continues to exist only for the purpose of taking care of certain final matters that, collectively, are known as winding up the company. Winding up is largely about paying off any debts and then distributing any remaining assets, but there may also be other tasks involved.
Generally speaking, you can only distribute money and property after you’ve paid off all of your nonprofit’s debts. For asset distributions, there are specific rules you need to follow. For example, your nonprofit must return any items that were loaned to it on the condition that they would be returned upon dissolution. In addition, after paying off debts and returning loaned assets, a dissolving 501(c)(3) organization must distribute its remaining assets for tax-exempt purposes. In practice, this usually means distributing assets to one or more other 501(c)(3) organizations. Other requirements for distributions, including items contained in your plan of distribution, may also apply. If you have any questions, you should consult with a lawyer.
Also: You must file a copy of your plan of distribution with the DOC.
Notice to Creditors and Other Claimants
One other part of winding up your dissolved nonprofit involves giving notice to creditors and other claimants. Giving notice is optional. However, doing so will help limit your liability and also allow you to more safely make final distributions of remaining assets. You can mail notice directly to known claimants after dissolution. You can also give notice to unknown claimants by filing a notice of dissolution with the DOC or by publishing in a newspaper. A form for the notice to the DOC is included with the package for the articles of dissolution available for download on the DOC website.
Federal Tax Note
For federal tax purposes, you’ll need to file IRS Form 990 or IRS Form 990-EZ. You must include a completed Schedule N (Liquidation, Termination, Dissolution, or Significant Disposition of Assets), as well as copies of your articles of dissolution, resolution to dissolve, and plan of distribution. When completing Form 990 or Form 990-EZ, you’ll need to check the “Terminated” box in the header area on Page 1 of the return. For additional guidance, check out Every Nonprofit’s Tax Guide, by Stephen Fishman (Nolo), go to the IRS website, or consult with a tax professional.
You can find additional information, such as forms, mailing addresses, phone numbers, and filing fees, on the DOC website.
Be aware that dissolving your nonprofit will not stop lawsuits started prior to dissolution. Moreover, lawsuits generally can still be brought against your nonprofit for up to four years after dissolution.
This article covers only the most basic steps of voluntary dissolution after your nonprofit has started doing business. There are many additional, more specific rules, covering things like:
- involuntary dissolution
- dissolution of non-typical nonprofits
- dissolution before starting operations
- what specific items should be contained in a plan of distribution
- giving proper advance notice of member and director meetings
- the required number of member votes to approve dissolution
- specific steps to approve dissolution in writing without a meeting;
- what needs to be included in notices to creditors and claimants; and
- how to respond to legal claims after dissolution.
In addition, your articles of incorporation or bylaws may contain rules that apply instead of, or along with, state law. You are strongly encouraged to consult with a lawyer to obtain additional information on these and other points.
Final Note: Dissolving and winding up your nonprofit corporation is only one piece of the process of closing your organization. For further, general guidance on many of the other steps involved, check Nolo’s 20-point checklist for closing a business and the Nolo article on what you need to know about closing a business.