Need to close down your Iowa nonprofit corporation? Here’s a quick overview of the main steps to dissolve and wind up a 501(c)(3) nonprofit corporation under Iowa law.
Closing starts with dissolution, and to dissolve your nonprofit, you will need a resolution to dissolve. The resolution should include a plan of dissolution that indicates how the nonprofit’s remaining assets will be distributed after all creditors have been paid. With the resolution and plan in hand, Iowa 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 must approve the resolution including the plan and then submit it to the members. The members then generally meet and vote to approve the dissolution. Alternatively, members can provide written consent for the dissolution.
Under the second method, it is up to the board alone to approve the resolution and plan. The default rule is that approval is by majority vote of the directors in office at the time of approval.
Make sure to properly record the resolution to dissolve, plan of dissolution, directors’ votes, and, where necessary, 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 submit articles of dissolution to the Secretary of State (SOS). The articles of dissolution must contain:
- the name of your nonprofit
- the date dissolution was authorized
- a statement that dissolution was approved by a sufficient vote of the board
- if approval by members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors
- if approval by members required, (a) the designation, number of memberships outstanding, number of votes entitled to be cast by each class, and number of votes of each class indisputably voting on dissolution; and (b) either the total number of votes cast for and against dissolution by each class entitled to vote or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class; and
- if approval of dissolution by anyone other than the members or the board of directors was required, a statement that the approval was obtained.
There is no state-issued form available for the articles of dissolution—you will have to draft your own. You may want to consider getting an attorney to assist you. There is a $5 filing fee.
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 have paid off all of your nonprofit’s debts. Then, 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, such as items in your plan of dissolution, may also apply. If you have any questions, you should consult with a lawyer.
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 publishing in a newspaper.
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 dissolution. 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 SOS website.
Be aware that dissolution will not stop lawsuits started by or against your nonprofit before dissolution. Moreover, depending on circumstances, new legal actions could still be started by or against your nonprofit as long as five 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 before starting operations
- dissolution of non-typical nonprofits (for example, so-called mutual benefit corporations)
- what specific items should be contained in a plan of dissolution
- giving proper advance notice of member and director meetings
- the required number of member or director votes to approve dissolution
- how specifically to approve dissolution in writing without a meeting
- what needs to be included in notices to creditors; 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.