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May club members keep profit from sale of land?

Your Legal Questions Answered

May club members keep profit from sale of land?

I belong to a Beagle Club that owns 140 acres of land. The club is a corporation. Will that allow the members to sell the land and keep the money, or will the state or federal government have a claim on it?  

This is a question that could be controlled by either federal or state law, or both. The fact that the club is incorporated will not be determinative.

Under federal law, the tax status will be controlling. If the club is considered a charitable educational organization and exempt from federal tax under section 501(c)(3) of the Tax Code, the federal tax law prevents paying the profit to the members and requires the net assets to be distributed for charitable purposes on dissolution of the corporation. 

If it is exempt as a social club under section 501(c)(7), the net remaining assets on dissolution can be distributed to the members. But the entire profit will not be available for distribution. Under the federal tax law for (c)(7)s, the club will have to pay income tax on the profit if it sells a capital asset (like the land and buildings) and does not reinvest the proceeds into new assets for use by the club within a period of one year prior to the sale and three years after. You will lose a chunk of the money, but most of it will still be available for distribution to the members under federal law. (You may have a lot of “members” come out of the woodwork to claim a piece of the action.)

The answer to your question under state law will also probably be determined by whether your corporation is recognized as a charity, in which case you probably will have to distribute your assets for charitable purposes upon dissolution, or whether you have another state tax status, in which case you may be able to distribute after paying a state tax. It may also depend on whether you are a public benefit corporation or a mutual benefit corporation under a state law that makes such a distinction.  All of this will vary from state to state.  Check with someone who understands your specific state law.

Tuesday, October 5, 2021

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