Here are the main steps to take when dissolving and winding up a 501(c)(3) nonprofit corporation under Vermont 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, Vermont law provides for voluntary dissolution as follows:
Under the first method, it's up to the board alone to approve the resolution to dissolve and plan of dissolution. Generally, dissolution must be approved by a majority of the directors in office at the time of approval.
Under the second method, the board first must approve the resolution and plan and then submit it to the members. The members then generally meet and vote to approve the dissolution. At a minimum, a two-thirds majority of the members must approve, but a higher majority vote may be required. Alternatively, members may approve of dissolution by written consent.
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.
After your board (and, where applicable, voting members) have approved the dissolution, you'll need to file articles of dissolution with the Secretary of State (SOS). The articles of dissolution must contain:
A blank form for the articles of dissolution is available for download from the SOS website.
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 asset distribution requirements may also apply. If you have any questions, you should consult with a lawyer.
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.
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, and filing fees, on the SOS website.
Be aware that dissolving your nonprofit will not stop current lawsuits started by or against your organization. Moreover, for claims or liability incurred prior to dissolution, it may be possible to start new legal actions up to two 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:
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.
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.