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What are requirements on dissolving a nonprofit?

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What are requirements on dissolving a nonprofit?

We have to dissolve our 501(c)(3) nonprofit historical museum. We understand that we have to give the bulk of our museum articles to a nonprofit in the area that is like ours. The furniture has no historical value. We would like to give the furniture to a museum a little bit farther away. Do we have the right to distribute our nonprofit articles to any and as many nonprofits as we wish?

I am not sure where your “understanding” comes from.  Since the IRS requires only that a 501(c)(3) charity transfer its net remaining assets for a charitable purpose (and not necessarily to a charitable or governmental entity), you should look at your corporate articles of incorporation and bylaws (or your declaration of trust if you are organized in trust form) to see what they say about dissolution.  The IRS requires dissolution principles to be included in the governing documents.  Some states, however, have a state law that imputes proper dissolution principles into the governing documents even if they were not put there by the founders of the organization.  (See IRS Publication 557.) If you don’t find provisions on dissolution in your governing documents, look up the state law to see what the requirements are.

General principles would not ordinarily require you to give some assets locally and allow others to be distributed more broadly.  You probably have more latitude than you understand, but you will have to look at the actual provisions to know.

It is possible that you have some restrictions imposed on gifts by donors that would be narrower than the general rules but would be binding on the organization.  You should be sure to look to see if any such restrictions exist.

My guess would be that you have more latitude than you think, in which case you obviously could keep the local artifacts local and give the other equipment to a charity or charities farther away.  It makes logical sense, and is probably entirely up to your board.

Tuesday, January 25, 2022

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