Schedule N (Form 990 Or 990-Ez) - Liquidation, Termination, Dissolution, Or Significant Disposition Of Assets - 2012 Page 4
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Schedule N (Form 990 or 990-EZ) (2012)
Page
General Instructions
An organization must support any
Line 2. Report whether any officer, director,
▲
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trustee, or key employee listed in Form 990,
claim to have liquidated,
Section references are to the Internal Revenue
terminated, dissolved, or merged
Part VII, Section A, is (or is expected to
Code unless otherwise noted.
by attaching a certified copy of its
become) involved in a successor or transferee
CAUTION
articles of dissolution or merger,
organization by governing, controlling, or
Future developments. For the latest
resolutions, or plans of liquidation or merger.
having a financial interest in that organization.
information about developments related to
An organization filing Schedule N should not
“Having a financial interest” includes
Schedule N (Form 990 or 990-EZ), such as
report its liquidation, termination, or
receiving payments from a successor or
legislation enacted after the schedule and its
dissolution in a letter to IRS Exempt
transferee organization as an employee,
instructions were published, go to
Organizations, Determinations (“EO
independent contractor, or in any other
Determinations”). EO Determinations no
capacity.
Note. Terms in bold are defined in the
longer issues letters confirming that the
Line 2a. Check “Yes” if any officer, director,
Glossary of the Instructions for Form 990.
organization's tax-exempt status was
trustee, or key employee listed in Form 990,
terminated upon its liquidation, termination, or
Part VII, Section A, is (or is expected to
Purpose of Schedule
dissolution.
become) a director or trustee of a successor
Schedule N (Form 990 or 990-EZ) is used by
Line 1. List assets transferred in the
or transferee organization.
an organization that files Form 990 or Form
liquidation, termination, dissolution, or
Line 2b. Check “Yes” if any officer,
990-EZ to report going out of existence or
merger.
director, trustee, or key employee listed in
disposing of more than 25 percent of its net
If there are more transactions to report in
Form 990, Part VII, Section A, is (or is
assets through sale, exchange, or other
Part I than space available, Part I can be
expected to become) an employee of, or
disposition.
duplicated to report the additional
independent contractor for, a successor or
An organization that completely liquidated,
transactions.
transferee organization.
terminated, or dissolved and ceased
Column (a). Assets should be aggregated
Line 2c. Check “Yes” if any officer, director,
operations during the tax year must complete
into categories and should be sufficiently
trustee, or key employee listed on Form 990,
Part I. An organization that was still in the
described. Separately list related transaction
Part VII, Section A, is (or is expected to
process of winding up its affairs at the end of
expenses of at least $10,000. A transaction
become) an owner, whether direct or indirect,
the tax year, but had not completely
expense consists of a payment to a
in a successor or transferee organization.
liquidated, terminated, or dissolved and
professional or other third party for services
Line 2d. Check “Yes” if any officer,
ceased operations, should not complete Part
rendered to assist in the transaction or in the
director, trustee, or key employee listed on
I, but may need to complete Part II. An
winding down of the organization’s activities,
Form 990, Part VII, Section A, has received or
organization that has made a significant
such as attorney or accountant fees.
is expected to receive “compensation or
disposition of net assets must complete
Brokerage fees should not be included as
other similar payment” as a result of the
Part II. For an organization filing Form 990-EZ,
transaction expenses in column (a), but
liquidation, termination, or dissolution of the
see the Instructions for Form 990-EZ, line 36,
should be included in the fair market value
organization, whether paid by the organization
for Part II reporting requirements. An
(FMV) amount in column (c).
or a successor or transferee organization. For
organization that has terminated its
Column (b). Enter the date the assets were
this purpose, “compensation or other similar
operations and has no plans for future
distributed or the date when the transaction
payment” includes a severance payment, a
activities must complete only Part I and not
expense was paid.
“change in control” payment, or any other
Part II of this schedule.
payment that would not have been made to
Column (c). Enter the FMV of the asset
If there are more transactions to report in
the individual if the dissolution, liquidation, or
distributed or the amount of transaction
Parts I and II than space available, those parts
termination of the organization had not
expense paid.
can be duplicated to report the additional
occurred.
transactions. Use Part III to report additional
Column (d). Enter the method of valuation
Line 2e. If the organization checked “Yes”
narrative information (see Part III instructions,
for the asset being distributed. Methods of
to any of the other questions on line 2,
later).
valuation include appraisals, comparables,
provide the name of the person involved, and
book value, actual cost (with or without
Who Must File
explain in Part III the nature of the listed
depreciation), and outstanding offers (among
person’s relationship with the successor or
other methods). For transaction expenses,
Any organization that answered “Yes” to Form
transferee organization and the type of benefit
provide the method for determining the
990, Part IV, Checklist of Required Schedules,
received or to be received by the person.
amount of the expense, such as an hourly rate
line 31 or 32; or Form 990-EZ, line 36; must
or fixed fee.
Line 3. Check “Yes” if the organization’s
complete and attach Schedule N to Form 990
assets were distributed in accordance with its
or Form 990-EZ, as applicable.
Columns (e) and (f). Enter the EIN, name,
governing instrument.
and address of each recipient of assets
If an organization is not required to file
Line 4a. Check “Yes” if the organization is
distributed or transaction expenses paid. Do
Form 990 or Form 990-EZ but chooses to do
not enter social security numbers of individual
required to notify a state attorney general or
so, it must file a complete return and provide
recipients. For membership organizations that
other appropriate state official of the
all of the information requested, including the
transfer assets to individual members, the
organization’s intent to dissolve, liquidate, or
required schedules.
names of individual members need not be
terminate.
reported. Rather, the members may be
Line 4b. Check “Yes” if the organization
Specific Instructions
aggregated into specific classes of
provided the notice described in line 4a.
membership, or they may be aggregated into
Part I. Liquidation, Termination, or
Line 5. Check “Yes” if the organization
one group, if there is only one class of
discharged or paid all of its liabilities in
Dissolution
membership.
accordance with state law.
Column (g). Enter the section of the
If the organization answered “Yes” to Form
Line 6a. Check “Yes” and complete line 6b if
Internal Revenue Code under which the
990, Part IV, line 31, it must complete Part I. If
the organization had any tax-exempt bonds
transferee organization is tax-exempt (for
the organization answered “Yes” to Form
outstanding during the year.
instance, section 501(c)(3) or 501(c)(4)), if it is
990-EZ, line 36, because it fully liquidated,
exempt. For recipients that are not tax-
Line 6b. Check “Yes” and complete line 6c if
dissolved, or terminated during the tax year, it
exempt under a particular section of the
the organization discharged or defeased all of
must complete Part I. An organization must
Code, enter the type of entity. Examples of
its tax-exempt bond liabilities during the tax
answer “Yes” to either of these lines if it has
types of entity are government agencies or
year.
ceased operations and has no plans to
governmental units, or a limited liability
continue any activities or operations in the
company (LLC). Report “individual” if the
future. This includes an organization that has
recipient is not an entity.
dissolved, liquidated, terminated, or merged
into a successor organization.
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