How to Dissolve an Alaska Nonprofit Corporation

Learn how to dissolve a nonprofit company in your state.

Do you need to dissolve your Alaska nonprofit corporation? Here’s a rundown of the major actions you’ll need to do. This article solely discusses the most fundamental kind of voluntary dissolution of an existing Alaska 501(c)(3) nonprofit company. Other forms of nonprofits have distinct regulations and processes, as do other circumstances such as forced dissolution.

Dissolution Authorization

Closing begins with dissolution, and you will need a determination to dissolve to do so. You’ll also need a distribution plan, which outlines how the nonprofit’s leftover assets will be allocated once all creditors have been paid. With a resolution and a strategy in place, Alaska law allows for voluntary dissolution in the following ways:

If your nonprofit has members, by action of the directors followed by a vote or other permission of the members; otherwise, by a vote of the directors.

The board must first approve the resolution to dissolve and then present it to the members under the first approach. Members then gather and vote to adopt the resolution. Members may also grant unanimous written approval for the resolution. The process for approving a different distribution plan is roughly the same.

The board must adopt the resolution to dissolve under the second approach. A majority of the directors must typically approve the resolution. The method for approving a distribution plan is the same.

Make careful to accurately document the decision to dissolve, the plan of distribution, the votes of the directors, and, if required, the votes or written consents of the members. This information will be required for filings with the state and the IRS.

Filing the Dissolution Resolution

Following the approval of dissolution by your nonprofit, you must “immediately” submit a copy of the resolution to dissolve with the Corporations Section of the Division of Corporations, Business and Professional Licensing (DCBPL). The resolution must include the number of members and directors who voted for and against it. The DCBPL website has a form for the resolution to dissolve (Form 08-444) that you may download. (This document is also known as a certificate of election to dissolve.) Depending on the circumstances, you may have to file the resolution to dissolve together with the articles of dissolution (see below). Prior to filing, you should have your biannual reports and the identities of directors and officers on file with the state. There is a filing fee of $10.

Winding Down

After your nonprofit has legally approved dissolution, it continues to exist merely for the purpose of completing certain last tasks known as “winding up” the firm. Winding up is primarily concerned with paying off any obligations and then distributing any leftover assets, although additional responsibilities may be included.

In general, you may distribute money and property only after you have paid off all of your nonprofit’s obligations. Then there are certain regulations to follow when it comes to asset distributions. For example, your nonprofit is required to return any things leased to it on the condition that they be returned upon dissolution. A dissolving 501(c)(3) organization must also disperse its remaining assets for tax-exempt purposes after paying off obligations and repaying borrowed assets. In reality, this generally entails donating assets to another 501(c)(3) charity or organizations. Other distribution criteria, such as those outlined in your distribution strategy, may also apply. If you have any concerns, you should speak with a lawyer.

Dissolution Articles

You’ll need to submit articles of dissolution with the DCBPL after you’ve paid and discharged all obligations and legally transferred any residual property—in other words, when you’ve completed winding up your organization. The articles of dissolution must include the following:

if there are members eligible to vote on dissolution, the name of your nonprofit, (a) a declaration stating the date of the member meeting at which the resolution to dissolve was approved, that a quorum was present, and that the resolution got the requisite votes, or (b) a statement that the resolution was adopted by written consent of all members entitled to vote on dissolution if no members are entitled to vote on dissolution, a statement of that fact, the date of the board of directors meeting at which the resolution to dissolve was adopted, and a statement that the resolution received the vote of a majority of the directors in office.
a declaration that all of the nonprofit’s debts, obligations, and liabilities have been paid and discharged, or that enough provision has been made for their payment and discharge, a copy of the nonprofit’s plan of distribution, if any, or a statement that no plan was established,
a statement that all of the nonprofit’s remaining property and assets have been transferred in accordance with the Alaska Nonprofit Corporation Act; and a statement that no suits against the nonprofit are pending in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in any pending suit.

The SOS website has a blank form for the articles of dissolution (Form 08-445), as well as instructions. The original signed articles, as well as one identical duplicate, must be submitted. If you have a distribution strategy, it must be attached to each copy of your content. There is a filing cost of $15.

Note on Federal Taxation

You must submit IRS Form 990 or IRS Form 990-EZ for federal tax reasons. Schedule N (Liquidation, Termination, Dissolution, or Significant Disposition of Assets) must be completed, as well as copies of your articles of dissolution, resolution to dissolve, and plan of distribution. When filling out Form 990 or Form 990-EZ, tick the “Terminated” box in the header section on Page 1 of the return.

Further Information

On the DCBPL website, you may discover further information such as forms, postal addresses, phone numbers, and filing costs.

You should be aware that dissolving your organization will not prevent litigation for claims or liabilities accrued prior to dissolution. In most cases, these claims may be submitted up to two years following the dissolution.

This article only covers the most fundamental procedures of voluntary dissolution once your organization has begun operations. There are several further, more specialized regulations that address topics such as:

uninvited dissolution
dissolution of unusual nonprofits
What specific items should be included in a plan of distribution; giving proper advance notice of member and director meetings; the required number of member votes to approve dissolution; specific steps to approve dissolution in writing without a meeting; and how to respond to legal claims after dissolution.

Furthermore, your articles of incorporation or bylaws may incorporate restrictions that apply instead of or in addition to state law. You are highly advised to speak with a lawyer for further information on these and other issues.