California Nonprofit Dissolution Letter: Sample, Steps, and Filings

A California nonprofit dissolution letter is the written request a dissolving public benefit corporation sends to the Attorney General’s Registry of Charities and Fundraisers asking for a written waiver of objections to the dissolution and the proposed distribution of remaining charitable assets. Without that waiver (or a court order in a proceeding where the AG is a party), the Secretary of State will not complete your dissolution. The letter is signed by a director or the corporation’s attorney, cites Corporations Code Section 6716(c), and travels with a specific set of enclosures.¹

What the Waiver Letter Must Contain

The letter itself is short. It identifies the corporation, states that the board or members have voted to wind up and dissolve under Corporations Code Section 6610, describes what will happen to any remaining assets, and asks the Registry for a written waiver of objections under Section 6716(c).² For each recipient of assets, give the full legal name, address, FEIN, and confirmation that the recipient is a 501(c)(3) organization (or a government entity receiving the assets for a public purpose). If no assets remain, say so plainly.

The enclosures do most of the work. Submit:¹

Balance sheets for the last three years of activity, showing the disposition of assets and recipient information
The Articles of Incorporation, if not previously submitted to the Registry
Any documents showing restrictions on the assets to be distributed
A copy of the Certificate of Election to Wind Up and Dissolve, if one was filed
A signed Certificate of Dissolution (Form DISS NP), executed but not yet filed with the Secretary of State

Send the package to the Registry of Charities and Fundraisers, Office of the Attorney General, P.O. Box 903447, Sacramento, CA 94203-4470. When the submission is complete, the AG’s office typically processes the waiver in about one month.

Sample Letter You Can Adapt

Replace the bracketed items with your organization’s information. This letter accompanies the enclosures listed above.

[Date]

Registry of Charities and Fundraisers
Office of the Attorney General
P.O. Box 903447
Sacramento, CA 94203-4470

Re: Request for Waiver of Objections to Dissolution and Distribution of Assets
[Full Legal Name of Corporation]
CT Number: [Registry Number]
Corporate Number: [SOS Entity Number]
FEIN: [Federal Employer Identification Number]

Dear Registry of Charities and Fundraisers:

I am a director of [Full Legal Name of Corporation], a California nonprofit public benefit corporation. On [date of vote], the [board of directors / members] voted to elect to wind up and dissolve the corporation in accordance with California Corporations Code Section 6610. I am writing to request a written waiver of objections to the dissolution and distribution of the corporation’s remaining assets pursuant to Corporations Code Section 6716(c).

The corporation’s remaining assets, totaling approximately $[amount], will be distributed to [Recipient Organization Name], a tax-exempt organization described in Section 501(c)(3) of the Internal Revenue Code, located at [Recipient Address], FEIN [Recipient FEIN]. [If multiple recipients, list each one with the same detail.] [If no assets remain, state: “The corporation has no remaining assets to distribute.”]

Enclosed for your review are:

1. Balance sheets for the fiscal years ending [Year 1], [Year 2], and [Year 3], showing the disposition of assets
2. A copy of the corporation’s Articles of Incorporation
3. A copy of the Certificate of Election to Wind Up and Dissolve [if applicable]
4. A signed Certificate of Dissolution (Form DISS NP)
5. [Documents showing any donor restrictions on assets to be distributed, if applicable]

Please contact me at [phone number] or [email address] if you require additional information.

Sincerely,
[Name]
Director, [Corporation Name]

What Has to Be Done Before You Send the Letter

The letter rests on several steps that need to be in place first, because the AG will look for evidence of each one.

The Board or Member Vote

If the nonprofit has voting members, dissolution requires approval by a majority of all members, or by both the board and the members.³ If the nonprofit has no members, the board alone can authorize dissolution. A few other scenarios let the board act without member approval: the corporation has been through bankruptcy, it has had no assets and no activity for at least five years, or its articles require dissolution under specific circumstances. Record the date, who was present, the resolution language, and the vote count in your minutes. If the vote was unanimous (all directors in a corporation without members, or all members in a corporation with members), note that fact explicitly; it affects whether a separate Certificate of Election is required.

Certificate of Election to Wind Up and Dissolve (Form ELEC NP)

Corporations Code Section 6611 requires the corporation to file a Certificate of Election with the Secretary of State and send a copy to the AG.⁴ The SOS provides Form ELEC NP for this purpose, signed and verified by a majority of directors then in office or by authorized members. You can skip this form entirely if the dissolution was approved by all members (for a corporation with members) or all directors (for a corporation without members), and you note that fact on the Certificate of Dissolution later.⁵

Written Notice to Known Creditors

Mail written notice to all known creditors and claimants whose addresses appear in corporate records, to any members who did not vote in favor of dissolution, and to the AG.⁴ Each creditor notice must describe what information a claim must include, provide a mailing address for claims, state a deadline no fewer than 120 days from the date of the notice, and warn that any claim not received by the deadline will be barred. Skipping this step or using vague language can expose directors to personal liability if creditors later surface. Send the notices early so the 120-day window can run while you handle the remaining filings.

Debts Paid or Provided For

The Certificate of Dissolution you enclose with the AG letter must confirm that all known debts and liabilities have been paid, or that adequate provision has been made for them.⁶ If another entity has agreed to assume a debt, name that entity and its address so creditors know where to go. There is no statutory “Plan of Dissolution,” but most boards draft one internally mapping which debts get paid, which assets get liquidated, and which qualified recipients will receive the remainder. Having that plan written down before you draft the AG letter makes the request much tidier.

Smaller Nonprofits: Simplified Forms Instead of a Full Letter

Not every dissolving nonprofit needs to send the full waiver letter package. The AG’s office offers Form 650D for organizations that never had assets, or had minimal activity and very few assets that no longer remain. Organizations whose total annual revenue and total assets never exceeded $25,000 over the past ten years may use Form 650C.¹ If either form fits your facts, use it; the Registry still needs to clear the dissolution, but the paperwork is lighter.

Donor-Restricted Assets

The letter is where restricted gifts get resolved. All assets must be distributed in conformity with the corporation’s articles and bylaws, and trust restrictions attached to specific assets must be honored.² The IRS separately requires that a 501(c)(3)’s organizing document send dissolution assets to another exempt purpose under Section 501(c)(3) or to a federal, state, or local government for a public purpose.⁷ Nothing can go to directors, officers, or other private individuals; the private inurement prohibition runs through dissolution.⁸

If a donor earmarked funds for a specific program that no longer exists, explain the restriction in your letter and propose a recipient whose mission closely matches the donor’s original intent. Courts and the AG can apply the cy pres doctrine to redirect restricted funds to a similar charitable purpose when the original use is no longer feasible. If the AG agrees the proposed distribution honors the donor’s general charitable purpose, the waiver covers the restricted assets too.

After the Waiver: Filing Dissolution and Closing Out

Once the AG issues the waiver, attach it to the signed Certificate of Dissolution (Form DISS NP) and file both with the Secretary of State.⁵ Form DISS NP must be signed and verified by a majority of directors then in office and state that the corporation has been completely wound up, that all known debts and liabilities have been paid or adequately provided for, that remaining assets have been distributed as required by law, and that a final franchise tax return has been or will be filed with the FTB.⁶ If you skipped Form ELEC NP because the vote was unanimous, check the corresponding box and include a statement to that effect.

Two tax tracks run alongside the SOS filing. The corporation must be in good standing with the Franchise Tax Board; the SOS will not accept dissolution documents from a suspended or forfeited corporation.⁹ Under Revenue and Taxation Code Section 23332, the corporation avoids the following year’s minimum franchise tax only if it files a timely final return, stops doing business in California, and files its Certificate of Dissolution with the SOS within 12 months of filing that final return.¹⁰ If back taxes or penalties are an issue, Form FTB 3502 (Nonprofit Corporation Request for Pre-Dissolution Tax Abatement) may abate certain amounts for qualifying nonprofits, but dissolution must be completed within 12 months of filing the form or the abatement is revoked.¹¹

Federally, dissolving at the state level does not end your tax-exempt status. File a final Form 990 or 990-EZ with the “Final Return/Terminated” box checked, and include Schedule N (Liquidation, Termination, Dissolution, or Significant Disposition of Assets), which asks for the fair market value of each asset transferred, the name and address of each recipient, and the date of distribution.¹² If the corporation terminates before the end of its normal tax year, the return is due by the 15th day of the fifth month after the termination date. A final Form 990-T is also required if the nonprofit had unrelated business income.

1
California Department of Justice. Dissolution
2
California Legislative Information. California Corporations Code 6716 – Distribution of Assets on Dissolution
3
California Legislative Information. California Corporations Code 6610 – Voluntary Dissolution
4
California Office of the Attorney General. California Corporations Code 6610-6618 – Voluntary Dissolution
5
California Secretary of State. Nonprofit Dissolution Forms
6
Justia Law. California Corporations Code 6610-6618 – Voluntary Dissolution
7
Internal Revenue Service. Dissolution Provision Required Under Section 501(c)(3)
8
Internal Revenue Service. Inurement/Private Benefit – Charitable Organizations
9
Franchise Tax Board. Publication 1038
10
California Legislative Information. California Revenue and Taxation Code 23332
11
Franchise Tax Board. Instructions for Form FTB 3502
12
Internal Revenue Service. Termination of an Exempt Organization