Dissolution

Introduction and Summary of the Voluntary Dissolution Process:

A California nonprofit corporation that decides to stop operating and windup operations must take certain steps. In California, the procedures to voluntarily wind up operations are called “dissolution” of the nonprofit corporation. Dissolution can be accomplished by either filing an action with the superior court or by complying with voluntary dissolution procedures.

The following guide briefly discusses the voluntary dissolution process that does not involve the court. The process for voluntarily dissolving a nonprofit corporation without court action involves both the California Attorney General and the California Secretary of State. The Secretary of State is involved in the voluntary dissolution process because a California corporation is formed when it files its Articles of Incorporation with the Secretary of State. Our office is involved in the dissolution process because the Attorney General has the primary responsibility to supervise nonprofit charitable organizations and protect charitable assets.

The first step in the voluntary dissolution process is the approval by the majority of the board of directors or members, or both, to elect to wind up and dissolve the nonprofit corporation. (Corporations Code, sections 5033, 5034, 6610, 6610.5, 8610, 8610.5, 9680.) After the board of directors and/or membership vote to dissolve, a certificate evidencing the election to wind up and dissolve must be filed with the Secretary of State and also forwarded to the Attorney General’s Registry of Charitable Trusts. (Corporations Code, sections 6611, 8611, 9680.) The submission to the Registry of Charitable Trusts of the Certificate of Election to Wind Up and Dissolve initiates the Attorney General’s review of the proposed disposition of the nonprofit corporation’s charitable assets. (Corporations Code, sections 6716, 8716, 9680.) To finalize dissolution with the Secretary of State, a nonprofit corporation is required to obtain from the Attorney General either a written waiver of objections to the dissolution concerning the distribution of the corporation’s assets or a written confirmation that the corporation has no assets. (Corporations Code, sections 6716, 8716, 9680; 11 California Code of Regulations, sections 999.1-999.8.)

The Corporations Code requires that nonprofit public benefit corporations, nonprofit mutual benefit corporations holding assets in charitable trust, and nonprofit religious corporations obtain from the Attorney General a waiver of objections to distribution of assets, called a “Dissolution Notice of Waiver Letter.” (Corporations Code, sections 6716, 8716, 9680.) This waiver must be obtained from the Attorney General whether or not the corporation ever operated or obtained a tax-exempt status.

After obtaining the Dissolution Notice of Waiver Letter from the Attorney General, the nonprofit corporation must submit a copy of the Attorney General’s Waiver Letter with a Certificate of Dissolution to the Secretary of State in order to finalize the dissolution process. Note: the Secretary of State will not accept the Certificate of Dissolution without the Attorney General’s Dissolution Notice of Waiver Letter.

To obtain a Dissolution Notice of Waiver Letter from the Attorney General, please review and follow the directions set forth below.

Directions to Dissolve (Nonprofit Corporations) or Terminate (Trusts) and Withdraw from the Registry

First, confirm the nonprofit corporation is current and in good standing with its filing and reporting requirements with the Attorney General’s Registry of Charitable Trusts, the Franchise Tax Board, and the Secretary of State. The types of records that need to be filed with these government entities will depend on whether the nonprofit corporation is classified as a public benefit, religious, or mutual benefit corporation. Below is a list of information and records required for dissolution depending on the corporation’s classification. You may also want to review the General Guide for Dissolving a California Nonprofit Corporation on the Attorney General’s website.

The Attorney General’s Registry of Charitable Trusts requires a letter notifying the Registry of the decision to dissolve and requesting a waiver of objections to dissolution and distribution of assets. This letter should be signed by a director or attorney. The letter should include a balance sheet for the last three years of activity and show the disposition of assets and/or asset recipient information; a copy of the Articles of Incorporation, if not previously submitted, and any documents showing restrictions on the use of assets to be distributed; a copy of the Certificate of Election to Wind Up and Dissolve; and a copy of an executed California Secretary of State, Certificate of Dissolution.

If your Mutual Benefit corporation holds assets in trust for public charitable purposes, the Attorney General’s Registry of Charitable Trusts requires a letter signed by a director or attorney requesting a waiver of objections to dissolution and distribution of assets. The letter should include a balance sheet for the last three years of activity and show the disposition of assets and/or recipient information; a copy of the Articles of Incorporation; a copy of documents showing any restrictions on assets held in charitable trust; and a copy of an executed California Secretary of State, Certificate of Dissolution.

The Attorney General’s Registry of Charitable Trusts requires a letter signed by a director or attorney requesting a waiver of objections to dissolution and an executed California Secretary of State, Certificate of Dissolution.

Charitable Trusts do not dissolve in the same way as nonprofit corporations. Instead, charitable trusts are subject to the procedures set forth in the Probate Code, starting with section 15400. A trust may be terminated by the written consent of the settlor and all beneficiaries without court approval, but with notice to the Attorney General. Irrevocable trusts require the consent of all trust beneficiaries and Court approval to terminate, and the Attorney General should be given notice. After the termination of a charitable trust, the trustee should notify the Registry of Charitable Trusts of its intent to withdraw from the Registry by mailing a letter to the Registry signed by a trustee, or attorney requesting withdrawal with a copy of the court order approving termination of the trust, any existing founding documentation related to the trust beneficiaries, and the final IRS Form 990 or 990-PF.

An unincorporated charitable association or organization may withdraw its registration from the Registry of Charitable Trusts by mailing a letter to the Registry, signed by a director or attorney, requesting such withdrawal, with an explanation for the reason for the withdrawal. The letter should include a balance sheet for the last three years of activity and include the disposition of charitable assets and/or asset recipient information and any existing court paperwork.

A foreign corporation, a nonprofit corporation that was not incorporated in California but in another State, must dissolve with the State Agency that enabled the organization to incorporate. A foreign corporation that seeks to withdraw from operating in California should provide the Registry of Charitable Trusts with a letter requesting the withdrawal of its registration and a statement that the corporation no longer has assets remaining in California, will not be soliciting donations from California residents or doing business or providing any services directed at California. Balance sheets may be required.

After we receive the required completed documents, we will review the submissions and evaluate if additional information is needed, and if not, proceed with the withdraw or dissolution of your entity, or issue the required letter of no objection to dissolution. To complete the dissolution process with the Secretary of State, you will need to submit the Attorney General’s Dissolution Notice of Waiver Letter and the Certificate of Dissolution to the California Secretary of State. Please notify our office after your entity is surrendered/dissolved with the California Secretary of State and we will proceed to with the withdrawal of your entity with our office, thus completing the dissolution process.

Laws & Regulations

Frequently Asked Questions

A nonprofit public benefit corporation, a nonprofit mutual benefit corporation holding assets in charitable trust, and a nonprofit religious corporation must obtain from the Attorney General a letter waiving objections to the proposed dissolution and distribution of assets.

Without this letter from the Attorney General, the Secretary of State will not finalize the dissolution of the nonprofit corporation.

Submit the notice of dissolution and the necessary documents to the Registry of Charitable Trusts in care of the Dissolution Program.

Dissolution submittals may be made by mail or brought in person to the Attorney General’s Sacramento office: 1300 I Street, Sacramento, CA 95814

If a complete dissolution package is submitted to the Registry of Charitable Trusts, our normal turnaround is one month.

Yes, by submitting a complete package in person to the Attorney General’s Sacramento Office: 1300 I Street, Sacramento, CA 95814.

There are no fees associated with the dissolution process with the Attorney General. But, if the organization is delinquent with its filings with the Attorney General’s Registry of Charitable Trusts or suspended with other agencies, fees may apply.

Not if your organization is exempt from registration requirements. For registration requirements, please see the Initial Registration Guide and the Attorney General’s Guide for Charities.

No. We require nonprofit organizations to be in “Current” standing with the Registry of Charitable Trusts before proceeding with dissolution.

Yes. You must provide at least an income/expense financial statement or balance sheet showing a decrease in assets to a zero-dollar balance. If there never were assets, provide a $0.00 balance to reflect this.

The Registry requires three years of financial statements or records of financial activities and records that show a decrease in assets to a zero-dollar balance. If your organization never had charitable assets, use a $0.00 balance to reflect this.

If the dissolving organization never had assets, or had little activity and very few assets that no longer remain, you may download and submit a completed Certificate to the California Attorney General - 650D.

If the organization’s total annual revenue and total annual assets never exceeded $25,000 for the past ten (10) years, you may download and submit a completed Certificate to the California Attorney General – 650C.

Yes. But please note that if the dissolving organization has previously submitted the same Articles of Incorporation to the Registry of Charitable Trusts, duplicate copies do not need to be included with the notice of dissolution.

No, an attorney is not required. But, you must follow the instructions and file a complete dissolution package.

The request for waiver of objections to dissolution must be signed by a director of the nonprofit corporation or its attorney. If you wish to dissolve your organization, but are not a documented CEO or Agent, you must first apply through the Secretary of State’s office to become one.

Yes. Your nonprofit corporation will need to provide a 20-day advance notice before it sells, transfers, or otherwise disposes of all or substantially all of its assets, unless the Attorney General has given the corporation a written waiver. See Corporations Code sections 5913, 7238, 7913, 9633.

Yes. The Corporations Code requires that you provide a copy of the completed Certificate of Dissolution (and the Certificate of Election to Wind Up and Dissolve if also required by the Secretary of State’s office) to the Attorney General’s Registry of Charitable Trusts. You will also need to file the original completed certificate(s) with the Secretary of State after you have received the waiver of no objections to dissolution from the Attorney General’s Registry of Charitable Trusts.

The remaining assets of a charitable organization must be distributed according to the dissolution clause contained in the dissolving organization’s Articles of Incorporation. In most instances, the Articles of Incorporation will state the assets are required to be distributed to another qualified 501(c)(3) organization. The recipient organization should be “Current” in its standing with the Registry of Charitable Trusts. Also, if your organization holds assets that were solicited for a specific charitable purpose, the recipient organization for those assets should have a similar charitable purpose.

Yes. If your organization is a branch/satellite of a larger national organization located outside of the State of California, you may transfer funds to it.

No. And, if the assets are distributed to directors of your nonprofit corporation, this may be an unlawful distribution that will put all of the directors in jeopardy of being sued. See Corporations Code section 5237. Charitable assets must be distributed according to the dissolution clause contained in the organization’s Articles of Incorporation and consistent with any charitable purposes for which the assets are held.

To withdraw registration, because the foreign corporation has been dissolved in the state of its incorporation, a foreign organization must file with the Registry a letter requesting the withdrawal of its registration and a statement that the corporation no longer has assets remaining in California, that the corporation will not be soliciting donations from residents of California, or operating or providing any services directed at California.

No. Once the Registry of Charitable Trusts has issued a letter of no objections to dissolution (a Dissolution Waiver Letter), your organization may proceed with the distribution of its assets before filing the Certificate of Dissolution with the Registry of Charitable Trusts and the Secretary of State’s office.

No. We do not forward your organization’s documentation to the California Secretary of State. And, we do not return mistaken submittals to senders.

The California Secretary of State’s office will send a copy of a date stamp endorsed Certificate of Dissolution back to your organization. Your organization must then notify the Registry of Charitable Trusts that the Certificate of Dissolution has been received in order to complete the dissolution process with the Registry. If you require official notification of the dissolution, the Registry can provide a letter of closure.

You can also check your organization’s status with the Registry Verification Search tool.