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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Why Lorman?
Over 34 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 34 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
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.
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Why Lorman?
Over 34 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 34 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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