How to Dissolve a Not for Profit Organization in New York

Dissolving a not-for-profit in New York State requires several important legal steps.

Article 8 of the Estates, Powers and Trusts Law requires the filing of two petitions when dissolving a not-for-profit in New York State. One petition is for the court, and one is for the Attorney General's office. The Petition to the Court is the plan for dissolution. The Petition to the Attorney General seeks final approval of the dissolution. All not-for-profits must register with the New York Attorney General's office.

Instructions

Plan of Dissolution

1. Obtain board members' consent. Board members of the not-for-profit must approve the Plan of Dissolution with a two-thirds vote. This vote can be taken during a meeting or by written consent.

2. Distribute all of the corporation's assets. The not-for-profit can give its property to another charitable organization, as long as the organization's governing information is submitted with the petitions.

3. Prepare a copy of the Petition with an Order Approving the Plan of Dissolution and Distribution of Assets. This must include the names of all board members who approved the petition, and a list of all assets distributed.

4. Submit the Petition and Order Approving the Plan of Dissolution and Distribution of Assets to the Attorney General's office of the county where the not-for-profit is located. This information can be found on the New York State Office of the Attorney General website. Once the Attorney General's office reviews and endorses the Order and the Plan of Dissolution, it will either deem it acceptable or return it. Once accepted, the office will return the endorsed original to the not-for-profit or to the not-for-profit's attorney.

5. Submit the original, endorsed Plan to the Supreme Court in the judicial district where the not-for-profit is located. The Supreme Court will decide if a Request for Judicial Intervention is necessary. Once the Supreme Court signs the Order Approving the Plan of Dissolution and Distribution of Assets, the court will send a copy to the Attorney General's office and the original to the not-for-profit.

Petition to the Attorney General

1. Draft a Verified Petition for Approval of the Certificate of Dissolution. The Verified Petition must state that the Plan of Dissolution was carried out and provide verification of Supreme Court approval. Prepare a final financial report that demonstrates the distribution of all assets, as well as a "zero" balance of assets and liabilities.

2. Send the Verified Petition and all other paperwork to the Attorney General's office. Include the Certificate of Dissolution and the final financial report.

3. Send all of the paperwork to the Department of Taxation and Finance. Once it approves the petition, it will consent to the Certificate of Dissolution filing. The Department of State will file and send the corporation its final Certificate of Dissolution.

Tips & Warnings

• If governmental approval for any part of the not-profit's formation was necessary, that agency must also approve, in writing, the Plan of Dissolution.

• The filing fee for the Certificate of Dissolution is $30.

• If remaining assets are less than $25,000 and these funds are needed to pay for expenses related to the dissolution, follow the steps for "Simplified Dissolution of Not-for-Profit Corporations," on the Attorney General's website. (See Resources.)

References

• CharitiesNY.com
• Lawyers Alliance for New York
• Office of the New York State Attorney General

Resources

• Office of the New York State Attorney General