Gain insight into common issues that may arise during dissolution and how to guide an organization through the dissolution process from start to finish.
Dissolving an organization can be a difficult and emotional process, but there are steps that can be taken to ensure that the process of winding down a nonprofit is as smooth as possible. This topic will cover the role of the board of directors and key staff, a breakdown of the dissolution process, and key legal and compliance considerations at each step in the process.
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Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Agenda
Types of Dissolutions
- Asset vs. No Asset
- Voluntary vs. Involuntary
The Role of the Board of Directors
- Responsibilities Throughout the Process
- Comply With Fiduciary Obligations
- Comply With State Law and Organization's Governing Documents
- Consult With Key Staff
- Honor Donor Intent and the Organization's Legacy
- Specific Responsibilities
- Make Decision to Formally Dissolve
- Inform Stakeholders
- Prepare and File Plan of Dissolution
- Address Outstanding Liabilities
- Distribute Remaining Assets
- File Certificate of Dissolution
- Notify Governmental Agencies
The Dissolution Process
- Deliberation
- Consider Alternatives to Dissolution
- Discuss Alternatives With Key Staff
- Provide Opportunities for All Board Members and Key Staff to Voice Concerns
- Document Deliberations
- Maintain Confidentiality
- Decision Making
- Consult With Legal Counsel
- Review Requirements in Certificate of Incorporation, Bylaws, Any Applicable Resolutions, and Under State Law
- Adopt Formal Resolution Authorizing Dissolution (and Present to Members If Required)
- Planning
- Communication Plan for Informing Staff, Donors, Funders, Clients, and Other Stakeholders
- Determine Outstanding Liabilities
- Assess Remaining Assets
- Select Organization(s) to Receive Assets
- Wind Down Programs and Operations
- Regulatory Compliance
- Ensure Required State Filings Are Current
- File Plan of Dissolution With State Authorities for Approval
- Carry out Plan of Dissolution
- File Certificate of Dissolution With Secretary of State's Office
- Notify the IRS by Filing Final Form 990
- Notify Other Governmental Agencies, as Applicable
- Other Considerations
- Dissolving a Private Foundation
- Dissolving a LongDormant Organization
- Dissolution vs. Bankruptcy
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Why Lorman?
Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Credits
MP3 Download
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
OnDemand Course
This course was last revised on January 28, 2020.
Call 1-866-352-9540 for further credit information.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
More Program Information
Why Lorman?
Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
Carly Leinheiser
Perlman+Perlman LLP
- Partner with Bromberger Law, PLLC
- Practice covers a wide range of matters, including corporate formation and governance, financing arrangements, charitable solicitation and cause-marketing, tax-exempt compliance, grant making, impact investing, and corporate philanthropy
- Spent the last decade practicing corporate and tax law with a particular focus on advising nonprofit organizations and mission-driven businesses
- Her advice is rooted in a deep understanding of the unique legal and business needs of organizations and companies that seek to maximize both social impact and financial returns
- Currently serves as the board chair of Figment Project, a nonprofit arts organization that produces free participatory art events in public spaces around the world; also served as a member of the New York City Bar Committee on Nonprofit Organizations, 2011-2014 and 2016-2019; and was selected as a Super Lawyers’ Rising Stars, 2015 - 2019
- An active member of Social Venture Circle, a membership network that equips entrepreneurs, impact investors, and capacity-builders with connections, money, and expertise in order to build businesses that drive the “NEXT economy,” one that is regenerative, equitable and prosperous for all
- Member, American Bar Association and New York City Bar Association; board chair, Figment Project Inc.
- J.D. degree, New York University School of Law; B.A. degree, magna cum laude, Washington University in St. Louis
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Why Lorman?
Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
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