Schedule N (Form 990 Or 990-Ez) - Liquidation, Termination, Dissolution, Or Significant Disposition Of Assets - 2017 Page 4
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Schedule N (Form 990 or 990-EZ) 2017
Page
General Instructions
An organization must support any
governmental units, or a limited liability
▲
!
claim to have liquidated,
company (LLC). Report “individual” if the
Section references are to the Internal Revenue
terminated, dissolved, or merged
recipient isn't an entity.
Code unless otherwise noted.
by attaching a certified copy of its
CAUTION
Line 2. Report whether any officer, director,
articles of dissolution or merger.
Future developments. For the latest
trustee, or key employee listed in Form 990,
If a certified copy of its articles of dissolution
information about developments related to
Part VII, Section A, is (or is expected to
or merger isn't available, the organization may
Schedule N (Form 990 or 990-EZ), such as
become) involved in a successor or transferee
submit resolutions of its governing board
legislation enacted after the schedule and its
organization by governing, controlling, or
approving dissolution or merger, and/or plans
instructions were published, go to
having a financial interest in that organization.
of liquidation or merger approved by its
“Having a financial interest” includes
governing board. An organization filing
receiving payments from a successor or
Note: Terms in bold are defined in the
Schedule N shouldn't report its liquidation,
transferee organization as an employee,
Glossary of the Instructions for Form 990.
termination, or dissolution in a letter to IRS
independent contractor, or in any other
Exempt Organizations, Determinations (“EO
Purpose of Schedule
capacity.
Determinations”). EO Determinations no
Schedule N (Form 990 or 990-EZ) is used by
Line 2a. Check “Yes” if any officer, director,
longer issues letters confirming that the
an organization that files Form 990 or Form
trustee, or key employee listed in Form 990,
organization’s tax-exempt status was
990-EZ to report going out of existence or
Part VII, Section A, is (or is expected to
terminated upon its liquidation, termination, or
disposing of more than 25 percent of its net
become) a director or trustee of a successor
dissolution.
assets through sale, exchange, or other
or transferee organization.
Line 1. List assets transferred in the
disposition.
Line 2b. Check “Yes” if any officer,
liquidation, termination, dissolution, or
An organization that completely liquidated,
director, trustee, or key employee listed in
merger.
terminated, or dissolved and ceased
Form 990, Part VII, Section A, is (or is
If there are more transactions to report in
operations during the tax year must complete
expected to become) an employee of, or
Part I than space available, Part I can be
Part I. An organization that was still in the
independent contractor for, a successor or
duplicated to report the additional
process of winding up its affairs at the end of
transferee organization.
transactions.
the tax year, but hadn't completely liquidated,
Line 2c. Check “Yes” if any officer, director,
terminated, or dissolved and ceased
Column (a). Assets should be aggregated
trustee, or key employee listed on Form 990,
operations, shouldn't complete Part I, but
into categories and should be sufficiently
Part VII, Section A, is (or is expected to
may need to complete Part II. An organization
described. Separately list related transaction
become) an owner, whether direct or indirect,
that has made a significant disposition of
expenses of at least $10,000. A transaction
in a successor or transferee organization.
net assets must complete Part II. For an
expense consists of a payment to a
Line 2d. Check “Yes” if any officer,
organization filing Form 990-EZ, see the
professional or other third party for services
director, trustee, or key employee listed on
Instructions for Form 990-EZ, line 36, for Part
rendered to assist in the transaction or in the
Form 990, Part VII, Section A, has received or
II reporting requirements. An organization that
winding down of the organization’s activities,
is expected to receive “compensation or
has terminated its operations and has no
such as attorney or accountant fees.
other similar payment” as a result of the
plans for future activities must complete only
Brokerage fees shouldn't be included as
liquidation, termination, or dissolution of the
Part I and not Part II of this schedule.
transaction expenses in column (a), but
organization, whether paid by the organization
should be included in the fair market value
If there are more transactions to report in
or a successor or transferee organization. For
(FMV) amount in column (c).
Parts I and II than space available, those parts
this purpose, “compensation or other similar
can be duplicated to report the additional
Column (b). Enter the date the assets were
payment” includes a severance payment, a
transactions. Use Part III to report additional
distributed or the date when the transaction
“change in control” payment, or any other
narrative information (see Part III instructions,
expense was paid.
payment that wouldn't have been made to the
later).
individual if the dissolution, liquidation, or
Column (c). Enter the FMV of the asset
distributed or the amount of transaction
termination of the organization hadn't
Who Must File
occurred.
expense paid.
Any organization that answered “Yes” to Form
Column (d). Enter the method of valuation
Line 2e. If the organization checked “Yes”
990, Part IV, Checklist of Required Schedules,
to any of the other questions on lines 2a
for the asset being distributed. Methods of
line 31 or 32; or Form 990-EZ, line 36; must
through 2d, provide the name of the person
valuation include appraisals, comparables,
complete and attach Schedule N to Form 990
involved, and explain in Part III the nature of
book value, actual cost (with or without
or Form 990-EZ, as applicable.
the listed person’s relationship with the
depreciation), and outstanding offers (among
If an organization isn't required to file Form
successor or transferee organization and the
other methods). For transaction expenses,
990 or Form 990-EZ but chooses to do so, it
type of benefit received or to be received by
provide the method for determining the
must file a complete return and provide all of
the person.
amount of the expense, such as an hourly rate
the information requested, including the
or fixed fee.
Line 3. Check “Yes” if the organization’s
required schedules.
Columns (e) and (f). Enter the EIN, name,
assets were distributed in accordance with its
governing instrument.
and address of each recipient of assets
Specific Instructions
distributed or transaction expenses paid.
Line 4a. Check “Yes” if the organization is
Don't enter social security numbers of
required to notify a state attorney general or
Part I. Liquidation, Termination, or
individual recipients. For membership
other appropriate state official of the
organizations that transfer assets to individual
Dissolution
organization’s intent to dissolve, liquidate, or
members, the names of individual members
terminate.
If the organization answered “Yes” to Form
needn't be reported. Rather, the members
Line 4b. Check “Yes” if the organization
990, Part IV, line 31, it must complete Part I. If
may be aggregated into specific classes of
provided the notice described in line 4a.
the organization answered “Yes” to Form
membership, or they may be aggregated into
990-EZ, line 36, because it fully liquidated,
Line 5. Check “Yes” if the organization
one group, if there is only one class of
dissolved, or terminated during the tax year, it
discharged or paid all of its liabilities in
membership.
must complete Part I. An organization must
accordance with state law.
Column (g). Enter the section of the
answer “Yes” to either of these lines if it has
Line 6a. Check “Yes” and complete line 6b if
Internal Revenue Code under which the
ceased operations and has no plans to
the organization had any tax-exempt bonds
transferee organization is tax-exempt (for
continue any activities or operations in the
outstanding during the year.
instance, section 501(c)(3) or 501(c)(4)), if it is
future. This includes an organization that has
exempt. For recipients that aren't tax-exempt
Line 6b. Check “Yes” and complete line 6c if
dissolved, liquidated, terminated, or merged
under a particular section of the Code, enter
the organization discharged or defeased all of
into a successor organization.
the type of entity. Examples of types of entity
its tax-exempt bond liabilities during the tax
are government agencies or
year. Leave line 6b blank if the answer to
line 6a is "No."
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