The sole incorporator of a nonmember, non-shareholder, nonprofit corporation has died. No other directors were ever appointed or elected. The sole incorporator established a bank account with the sole incorporator as the only signatory. Upon "dissolution of the corporation," any assets were to be distributed to organizations having 501(c)(3) charitable status. Are the assets part of the incorporator's estate, and if not, how can the assets be distributed? Who has standing to apply for all or part of the assets?
We were aware of a sole everything corporation where the person who was sole member, sole director, sole officer, and sole active person died. It was reported that his survivors “found” a piece of paper indicating that he had intended that his wife succeed him. Although it might not have been totally legitimate, it satisfied the family that they had the power to dissolve the corporation and distribute the remaining assets for charitable purposes.
Assuming that the sole incorporator actually conducted some business in the name of the corporation, the remaining assets would not be part of the incorporator’s personal estate. Organizations that are not named in the governing documents would not have a right to apply for a distribution.
The Attorney General of your state is the officer who represents the general public and charitable community in a case like this. I would suggest that you contact the Attorney General about the appointment of someone, perhaps the executor of the incorporator’s estate or some other person or persons who were involved in — or at least aware of — the operations of the corporation, to dissolve the organization and disperse the funds to one or more appropriate charities. If there is not a lot of money involved, the AG might be willing to give a letter of no objection so that the case does not have to go to court for approval. If there is a lot of money involved, the AG may recommend court supervision. Either way, for the individual(s) who undertake to close the account and distribute the money, knowing they won’t be challenged later for what they did will eliminate one reason they might not be able sleep at night.