A California nonprofit dissolution letter is the written request a public benefit corporation sends to the Attorney General’s Registry of Charities and Fundraisers asking for a waiver of objections to the dissolution and to the proposed distribution of remaining charitable assets. The waiver is authorized by California Corporations Code Section 6716(c), and without it (or a court order in a proceeding where the AG is a party) a public benefit corporation cannot complete a voluntary dissolution.1California Legislative Information. California Corporations Code 6716 – Distribution of Assets on Dissolution The letter is signed by a director or the corporation’s attorney and mailed with a specific set of enclosures to the AG’s Sacramento address.
What the Letter Must Include
The letter itself is short. It identifies the corporation, states that the board (or the members) has voted to wind up and dissolve, and asks for the waiver under Section 6716(c). The substance the AG needs to evaluate the request travels in the enclosures.2California Department of Justice. Dissolution
- Balance sheets for the last three years of activity, showing the disposition of assets and information about each recipient
- 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
When the AG receives a complete package, the office typically issues the waiver within about one month.
Sample California Nonprofit Dissolution Letter
Adapt the language below to your facts. Replace bracketed items with the corporation’s actual information.
[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]
Adapting the Letter to Your Facts
Two situations change what you send.
If your nonprofit never had assets, or had minimal activity and very few assets that no longer remain, the AG’s office accepts a simplified Certificate form (Form 650D) in place of a full letter. Organizations whose total annual revenue and total assets never exceeded $25,000 over the past ten years may use a different simplified form (Form 650C).2California Department of Justice. Dissolution
If assets carry donor restrictions, address them in the letter. Explain the restriction and propose a recipient whose mission closely aligns with 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 those restricted assets too.
Regardless of the recipient’s identity, remaining assets of a 501(c)(3) public benefit corporation cannot go to directors, officers, or any private individual. The IRS prohibition on private inurement runs all the way through dissolution.3Internal Revenue Service. Inurement/Private Benefit – Charitable Organizations California law requires distribution in conformity with the articles or bylaws, honoring any trust restrictions on the assets.1California Legislative Information. California Corporations Code 6716 – Distribution of Assets on Dissolution The IRS separately requires that a 501(c)(3)’s organizing documents send dissolution assets to another exempt purpose within Section 501(c)(3), or to a federal, state, or local government for a public purpose.4Internal Revenue Service. Dissolution Provision Required Under Section 501(c)(3)
What Has to Happen Before You Send the Letter
Board (or Member) Vote
The dissolution starts with a formal vote. If the nonprofit has voting members, the election to wind up and dissolve requires approval by a majority of all members, or by both the board and the members.5California Legislative Information. California Corporations Code 6610 – Voluntary Dissolution If the nonprofit has no members, the board alone can authorize dissolution. The board may also act without member approval where the corporation has been through bankruptcy, has had no assets and no activity for at least five years, or its articles require dissolution under specific circumstances.
Document the vote in your minutes: date, attendees, resolution language, and vote count. If the vote was unanimous among all directors (for a corporation without members) or all members, note that explicitly. It changes what you file next.
Certificate of Election (Form ELEC NP)
Corporations Code Section 6611 requires the corporation to file a Certificate of Election to Wind Up and Dissolve with the Secretary of State and send a copy to the AG.6California Office of the Attorney General. California Corporations Code 6610-6618 – Voluntary Dissolution Form ELEC NP must be signed and verified by at least a majority of directors then in office, or by one or more members authorized by a majority vote.
You can skip Form ELEC NP entirely if the dissolution was approved by all members of a corporation with members, or by all directors of a corporation without members, and you note that fact on the Certificate of Dissolution later.7California Secretary of State. Nonprofit Dissolution Forms If the vote was not unanimous, file Form ELEC NP before or at the same time as the Certificate of Dissolution.
Notice to Known Creditors
Once dissolution begins, the board must send written notice by mail to all known creditors and claimants at the addresses in corporate records, to any members who voted against dissolution, and to the AG.6California Office of the Attorney General. California Corporations Code 6610-6618 – Voluntary Dissolution Each notice must describe what information a claim must contain, give a mailing address for claims, state a deadline that is at least 120 days from the notice date, and warn that late claims will be barred.
Send these early so the 120-day window can run while you handle the remaining filings. Vague notices or skipped notices can expose directors to personal liability if creditors surface later with unpaid claims.
Winding Up and Settling Debts
The corporation should stop its regular activities and focus on collecting receivables, liquidating assets as needed, and paying debts. The Certificate of Dissolution you eventually file must confirm that all known debts and liabilities have been paid or that adequate provision has been made.8Justia Law. California Corporations Code 6610-6618 – Voluntary Dissolution If another entity has agreed to assume a debt, the certificate must identify that entity by name and address.
No statute requires a formal “Plan of Dissolution,” but most boards draft an internal plan mapping which debts get paid, which assets get liquidated, and which qualified organizations will receive the remainder. Having that plan on paper before you write the AG letter makes the waiver request go smoothly.
What Happens After the Waiver Arrives
Franchise Tax Board
The Secretary of State will not accept dissolution documents from a corporation that is suspended or forfeited.9Franchise Tax Board. Publication 1038 A suspended nonprofit must pay outstanding balances, file delinquent returns, and submit Form FTB 3557 E (Application for Certificate of Revivor) first.
File a final franchise tax return with the FTB. Under Revenue and Taxation Code Section 23332, the corporation avoids the minimum franchise tax for the following year only if it files a timely final return, stops doing business in California, and files its Certificate of Dissolution with the Secretary of State within 12 months of the date the final return was filed.10California Legislative Information. California Revenue and Taxation Code 23332 Miss that window and another year of minimum tax comes due.
Nonprofits that owe back taxes or penalties can consider Form FTB 3502 (Nonprofit Corporation Request for Pre-Dissolution Tax Abatement) before dissolving. The corporation must complete the entire dissolution within 12 months of filing that form or the abatement is revoked.11Franchise Tax Board. Instructions for Form FTB 3502
Certificate of Dissolution (Form DISS NP)
The Certificate of Dissolution ends the corporation’s legal existence. Form DISS NP must be signed and verified by a majority of the directors then in office and must state that the corporation has been completely wound up and is dissolved, that all known debts and liabilities have been paid or adequately provided for (with details on any arrangements), 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.8Justia Law. California Corporations Code 6610-6618 – Voluntary Dissolution
Attach the AG’s waiver letter (or the AG’s written confirmation that the corporation has no assets) to Form DISS NP before filing with the Secretary of State.7California Secretary of State. Nonprofit Dissolution Forms If you skipped the separate Certificate of Election because the vote was unanimous, check the corresponding box on Form DISS NP and include a statement to that effect.
Final Federal Return
State dissolution does not cancel federal tax-exempt status. File a final Form 990 (or 990-EZ) with the IRS and check the “Final Return/Terminated” box in the header.12Internal Revenue Service. Termination of an Exempt Organization 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 termination. Include Schedule N (Liquidation, Termination, Dissolution, or Significant Disposition of Assets) with the fair market value of what was transferred, the name and address of each recipient organization, and the date of each distribution. File a final Form 990-T as well if the nonprofit had unrelated business income.