How can I dissolve my California nonprofit corporation?
The election to dissolve a California non-profit corporation must be authorized by the vote of a majority of all the members of the corporation, or if there are no members, by the board of directors. The corporation must file 1) A certificate of dissolution (Form DISS NP) and 2) an election to wind up and dissolve with the Secretary of State (Form ELEC NP). The election to wind up and dissolve is only necessary if the dissolution is not by unanimous consent of all members or directors. Prior to filing the dissolution document(s) with the Secretary of State, the corporation must obtain consent from the California Attorney General. To receive permission to dissolve, the corporation must provide the Attorney General with the financial statements of the corporation for the previous three years, show that the that all its debts have been paid off, and that it will distribute any assets to other non-profit organizations that are also tax exempt. The Attorney General then issues a waiver letter, which waives any objections to the dissolution. The corporation must file the waiver letter along with the Form DISS NP, and Form ELEC NP, if applicable, with the Secretary of State to complete the dissolution process.