Dissolving a nonprofit refers to the termination of the nonprofit corporation as a legal entity. In Connecticut, this is done by filing a Certificate of Dissolution with the Connecticut Secretary of State. There are, however, several steps that must be taken before this certificate can be filed and approved.
Authorization of Dissolution
Authorization of dissolution must first be obtained. A majority of the initial directors or two-thirds of the incorporators (if the directors have not yet been appointed) may authorize dissolution provided that the activities for which the nonprofit was incorporated have not yet commenced. In all other cases, the board of directors and the members entitled to vote on dissolution must approve the dissolution. Generally, dissolution requires two-thirds approval from the members, unless the articles of incorporation or bylaws state otherwise.
Debts and Assets
All remaining debts of the corporation must be paid before dissolution. Moreover, the remaining assets must be distributed. If the organization holds assets on the condition that they be returned or transferred upon dissolution, the assets must be returned or transferred accordingly. If the organization holds assets permitted to be used only for charitable, religious, educational or similar purposes, the assets must be donated to a domestic or foreign entity engaged in similar activities as the dissolving nonprofit. All other remaining assets must be distributed proportionally among the members of the nonprofit corporation (or in accordance with the plan of distribution adopted in the articles of incorporation or bylaws).
Certificate of Dissolution
Finally, you must obtain a Certificate of Dissolution for Nonstock Corporations from the Connecticut Secretary of State and fill out the form. The form requires basic information, such as the name of the corporation, the date which dissolution was authorized and the way in which dissolution was authorized. Attach a check for the fee listed on the form and send the check and form to: Commercial Recording Division, Connecticut Secretary of States, 30 Trinity Street, Hartford, CT 06106.
Before making the decision to dissolve, you may want to consider whether a merger with a similar organization is an option. Additionally, if you choose to dissolve, you may want to consider whether you can transfer certain programs to other organizations in order to preserve the services reaped by your beneficiaries. Keep in mind that dissolution does not prevent commencement of a proceeding by or against the nonprofit corporation. Nor does it suspend a proceeding pending by or against the nonprofit corporation.