Home

Search Our Site

Table of Contents

The Basics

Managing the Process

Managing the Money

Managing Assets

Managing People

Nonprofit FAQ

Resources

Glossary

Sponsors & Contact Us

Quick Print
 (79 Pages)
 

 

  

Managing The Process II

  • Merger
  • Certificate of Merger
  • Certificate of Consolidation
  • Voluntary Dissolution

Ending a Nonprofit Corporation

This section gives examples of proper steps to follow when ending a nonprofit corporation.

Merger

There are many Ohio forms, instructions, and items required to legally end a nonprofit. The forms to fill out and information on how to file are at the Ohio Secretary of State's site
http://www.sos.state.oh.us/SOSApps/Forms/Form.aspx
?return=/SOSApps/SOS/FormRefBS.aspx&type=BusinessSer
vices&code=560

One way a nonprofit can end is by merging (combining) with another nonprofit corporation. Information about nonprofit mergers can be found in Section 1702.43 Ohio Revised Code, Merger of Nonprofit Corporation at
http://onlinedocs.andersonpublishing.com/oh/lpExt.dll?f=templates&eMail=Y&fn=main-h.htm&cp=PORC/da2b/dcc3/ddc3/ddd0

The main form is sometimes called a "certificate of merger or consolidation." Once you have completed this form, you must send it to the Ohio Secretary of State with all of the other required paperwork and the current fee(s). The required paper work is listed at

Certificate of Merger
http://www.sos.state.oh.us/SOSApps/Forms/Form.aspx?return=/SOSApps/SOS/FormRefBS.aspx&type=BusinessServices&code=551

Certificate of Consolidation
http://www.sos.state.oh.us/SOSApps/Forms/Form.aspx?return=%2fSOSApps%2fSOS%2fFormRefBS.aspx&type=BusinessServices&code=550

The fees charged and collected by the Ohio Secretary of State are listed in Section 111.16 Ohio Revised Code
http://onlinedocs.andersonpublishing.com/oh/lpExt.dll/PORC/4f4/cb1/d01/d02?f=templates&fn=document-frame.htm&q=111.16&x=Advanced&2.0#LPHit1

A few examples of fees you may need to pay are:

  • Filing and recording Articles of Incorporation and many other documents.
  • Specific fees if the nonprofit has capital stock.
  • Filing and recording amendments (changes or updates) you made to the Articles of Incorporation.
  • Filing and recording a form for reorganization or for dissolution.
  • For making copies of any certificate.

In order to complete the form of a merger or consolidation with the Secretary of State, certain items must be included. A list of business forms can be found at
http://www.sos.state.oh.us/SOSApps/SOS/FormRefbs.aspx

A few examples of necessary details are:

  • The name of each corporation, the state(s) they operate in, the effective date of the merger and the names of both statutory agents.
  • Proving that each nonprofit is following all laws and that current law permits the merger.
  • Each corporation's authorized representative should sign the form.

Voluntary Dissolution

The people involved in a nonprofit corporation can decide and agree that they want to end or close it. This is referred to as voluntarily dissolving the nonprofit. A couple examples of why a nonprofit may decide to dissolve are bankruptcy (unable to pay debt), or if the Articles of Incorporation state a date to dissolve the nonprofit and that date has arrived.

A few examples of the information you must file to dissolve the nonprofit are:

  • A statement that the corporation has decided to dissolve and the reasons why.
  • The names and addresses of its directors, officers and statutory agent.
  • The official date that the dissolution is to be finalized.
  • The completed form(s) required by the Secretary of State, which need to be signed by an authorized officer.

Nonprofit laws are listed in Index of Chapter 1702 Ohio Revised Code, Nonprofit Corporation Law
http://onlinedocs.andersonpublishing.com/oh/lpExt.dll?f=templates&eMail=Y&fn=main-h.htm&cp=PORC/da2b/dcc3/ddc3/ddd0

Information about the dissolution of a nonprofit can be found in Section 1702.47 Ohio Revised Code, Voluntary Dissolution of Nonprofit Corporation
http://onlinedocs.andersonpublishing.com/oh/lpExt.dll?f=templates&eMail=Y&fn=main-h.htm&cp=PORC/da2b/dcc3/dde7/dde8

In order to complete the process, the Secretary of State requires many specific details.

The instructions and forms about the Certificate of Dissolution by Members or Directors are at
http://www.sos.state.oh.us/SOSApps/Forms/Form.aspx?return=/SOSApps/SOS/FormRefBS.aspx&type=BusinessServices&code=560

To request a CD-ROM with all Business Forms and Filing Information
busserv@sos.state.oh.us

Details about fees charged and collected by Secretary of State can be found in Section 111.16 Ohio Revised Code
http://onlinedocs.andersonpublishing.com/oh/lpExt.dll?f=templates&eMail=Y&fn=main-h.htm&cp=PORC/4f4/cb1/d01/d02

Again, a reminder that this is a complicated subject and site users should not try to set up any portion of a nonprofit corporation or end one based solely on the information they find on this site.  You should work with specialists in each area such as talking to an attorney and/or CPA.

Back to Managing the Process "Forming the Nonprofit"

  • Reporting to the Ohio Secretary of State and the Ohio Attorney General
  • Filing Procedures
  • Code of Regulations
  • Articles of Incorporation

Back To Top