Sometimes a nonprofit corporation must end its existence, or "dissolve". When it must do so, Indiana law governs the procedure for dissolution. It is important for dissolving nonprofit corporations to follow these procedures to ensure they appropriately conclude their affairs and distribute any remaining assets to proper recipients.
There are two forms of dissolution: voluntary and involuntary.
Generally, a nonprofit corporation dissolving voluntarily must follow the procedures described in Indiana Code chapter 23-17-22. When voluntarily dissolving, the nonprofit corporation must secure appropriate corporate approvals, must notify the Indiana Secretary of State, must notify the Indiana Department of Revenue, must pay outstanding taxes, must pay its creditors to the extent of its available assets, and must then distribute its remaining assets in a manner consistent with its Articles of Incorporation. The corporation must also conduct whatever other business is appropriate to wind up and liquidate its affairs. A nonprofit corporation is officially dissolved upon the effective date of its Articles of Dissolution, which are filed with the Indiana Secretary of State. The corporation can continue to act beyond this date, but only for purposes of concluding all matters necessary to appropriately wind up its affairs.
A nonprofit corporation can also be subject to actions to involuntarily dissolve its existence. The Indiana Secretary of State can administratively dissolve the nonprofit corporation under Indiana Code chapter 23-17-23 for failure to comply with certain administrative requirements. A nonprofit corporation can also be judicially dissolved under Indiana Code chapter 23-17-24, including through a lawsuit brought by the Attorney General, a member of the corporation, a director of the corporation, a person specifically empowered to take such action under the corporation's Articles of Incorporation, or by a creditor of the corporation.
Notice to IRS
Generally, a nonprofit corporation that is also tax exempt must notify the IRS about its dissolution. The IRS's Publication 4779 Facts About Terminating or Merging Your Exempt Organization provides details.
For further information about the topics discussed on this page, see:
Indiana Code chapter 23-17-22 (voluntary dissolution)
Indiana Code chapter 23-17-23 (administrative dissolution)
Indiana Code chapter 23-17-24 (judicial dissolution)
Indiana Code section 6-8.1-10-9 (requirements with Indiana Department of Revenue upon dissolution)
Articles of Dissolution provided by the Indiana Secretary of State
Articles of Dissolution by Directors or Incorporators of a Nonprofit Corporation provided by the Indiana Secretary of State
Indiana Department of Revenue Form IT 966 Notice of Corporate Dissolution Liquidation or Withdrawal (form to provide notice of dissolution to Indiana Department of Revenue)
Indiana Department of Revenue Form BC-100 Indiana Business Tax Disclosure Request (form to provide notice of dissolution to Indiana Department of Revenue)
IRS Publication 4779 Facts About Terminating or Merging Your Exempt Organization (describing process to inform IRS about dissolution)
Grant Space Knowledge Base article "How do I learn about dissolving my nonprofit?" (providing links to further resources about dissolution)