Schedule N (Form 990 Or 990-Ez) - Liquidation, Termination, Dissolution, Or Significant Disposition Of Assets - 2015 Page 4
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Schedule N (Form 990 or 990-EZ) (2015)
Page
General Instructions
An organization must support any
governmental units, or a limited liability
▲
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claim to have liquidated,
company (LLC). Report “individual” if the
Section references are to the Internal Revenue
terminated, dissolved, or merged
recipient is not 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 is not available, the organization
Schedule N (Form 990 or 990-EZ), such as
become) involved in a successor or transferee
may 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 should not 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 had not completely
Line 2c. Check “Yes” if any officer, director,
liquidated, terminated, or dissolved and
Column (a). Assets should be aggregated
trustee, or key employee listed on Form 990,
ceased operations, should not complete Part
into categories and should be sufficiently
Part VII, Section A, is (or is expected to
I, but may need to complete Part II. An
described. Separately list related transaction
become) an owner, whether direct or indirect,
organization that has made a significant
expenses of at least $10,000. A transaction
in a successor or transferee organization.
disposition of net assets must complete
expense consists of a payment to a
Line 2d. Check “Yes” if any officer,
Part II. For an organization filing Form 990-EZ,
professional or other third party for services
director, trustee, or key employee listed on
see the Instructions for Form 990-EZ, line 36,
rendered to assist in the transaction or in the
Form 990, Part VII, Section A, has received or
for Part II reporting requirements. An
winding down of the organization’s activities,
is expected to receive “compensation or
organization that has terminated its
such as attorney or accountant fees.
other similar payment” as a result of the
operations and has no plans for future
Brokerage fees should not be included as
liquidation, termination, or dissolution of the
activities must complete only Part I and not
transaction expenses in column (a), but
organization, whether paid by the organization
Part II of this schedule.
should be included in the fair market value
or a successor or transferee organization. For
(FMV) amount in column (c).
If there are more transactions to report in
this purpose, “compensation or other similar
Parts I and II than space available, those parts
Column (b). Enter the date the assets were
payment” includes a severance payment, a
can be duplicated to report the additional
distributed or the date when the transaction
“change in control” payment, or any other
transactions. Use Part III to report additional
expense was paid.
payment that would not have been made to
narrative information (see Part III instructions,
the individual if the dissolution, liquidation, or
Column (c). Enter the FMV of the asset
later).
distributed or the amount of transaction
termination of the organization had not
occurred.
expense paid.
Who Must File
Column (d). Enter the method of valuation
Line 2e. If the organization checked “Yes”
Any organization that answered “Yes” to Form
to any of the other questions on lines 2a
for the asset being distributed. Methods of
990, Part IV, Checklist of Required Schedules,
through 2d, provide the name of the person
valuation include appraisals, comparables,
line 31 or 32; or Form 990-EZ, line 36; must
involved, and explain in Part III the nature of
book value, actual cost (with or without
complete and attach Schedule N to Form 990
the listed person’s relationship with the
depreciation), and outstanding offers (among
or Form 990-EZ, as applicable.
successor or transferee organization and the
other methods). For transaction expenses,
If an organization is not required to file
type of benefit received or to be received by
provide the method for determining the
Form 990 or Form 990-EZ but chooses to do
the person.
amount of the expense, such as an hourly rate
so, it must file a complete return and provide
or fixed fee.
Line 3. Check “Yes” if the organization’s
all of the information requested, including the
Columns (e) and (f). Enter the EIN, name,
assets were distributed in accordance with its
required schedules.
governing instrument.
and address of each recipient of assets
distributed or transaction expenses paid. Do
Line 4a. Check “Yes” if the organization is
Specific Instructions
not enter social security numbers of individual
required to notify a state attorney general or
recipients. For membership organizations that
other appropriate state official of the
Part I. Liquidation, Termination, or
transfer assets to individual members, the
organization’s intent to dissolve, liquidate, or
names of individual members need not be
Dissolution
terminate.
reported. Rather, the members may be
Line 4b. Check “Yes” if the organization
If the organization answered “Yes” to Form
aggregated into specific classes of
provided the notice described in line 4a.
990, Part IV, line 31, it must complete Part I. If
membership, or they may be aggregated into
the organization answered “Yes” to Form
Line 5. Check “Yes” if the organization
one group, if there is only one class of
990-EZ, line 36, because it fully liquidated,
discharged or paid all of its liabilities in
membership.
dissolved, or terminated during the tax year, it
accordance with state law.
Column (g). Enter the section of the
must complete Part I. An organization must
Line 6a. Check “Yes” and complete line 6b if
Internal Revenue Code under which the
answer “Yes” to either of these lines if it has
the organization had any tax-exempt bonds
transferee organization is tax-exempt (for
ceased operations and has no plans to
outstanding during the year.
instance, section 501(c)(3) or 501(c)(4)), if it is
continue any activities or operations in the
exempt. For recipients that are not tax-
Line 6b. Check “Yes” and complete line 6c if
future. This includes an organization that has
exempt under a particular section of the
the organization discharged or defeased all of
dissolved, liquidated, terminated, or merged
Code, enter the type of entity. Examples of
its tax-exempt bond liabilities during the tax
into a successor organization.
types of entity are government agencies or
year. Leave line 6b blank if the answer to
line 6a is "No."
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