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Where can I find information on how to take a company back to a for-profit organization? The company was started as a for-profit for the first 5 years and then turned into a nonprofit for 4 years. The owner wants to sell it but first needs to make it into a for-profit again?

I don’t think you are likely to find much information that you will find satisfactory. Start with the proposition that nonprofits do not have “owners” like a business. Nonprofits have people who control them, but not people who “own” them like a business.

If the company was converted from a for-profit to a nonprofit and obtained Section 501(c)(3) charitable tax exemption, the assets must be used “exclusively” for charitable purposes. Although the physical assets can be sold, the proceeds must continue to be used for charitable purposes. Many charitable hospitals have been sold and the proceeds used to create a foundation to make grants for health and wellness purposes in the community. Other charities have been ‘”converted” to for-profit, but the value of the organization has been put into another charity. Both the Internal Revenue Service and your state Attorney General will have a big interest in seeing that those who run the organization do not obtain private inurement (private profit) from any sale or conversion and that the true value of the organization remains available for charitable use.

If the corporation was converted to a nonprofit which never obtained a tax-exempt status, which is possible but almost never done, it might be possible under your state law for the company to dissolve and distribute assets to its members. This is frequently done with social clubs, for example. But it seems unlikely that the original owner would have converted without obtaining a charitable exemption. Check with a local lawyer for a definitive answer.

Article Archives >> To the Point

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