California: Changes to Nonprofit Certificate of Dissolution

Yesterday, we received notice from the California Secretary of State (CA SOS) regarding changes made to the requirements relating to a nonprofit Certificate of Dissolution. The changes, which became effective on  January 1, 2012, are the result of AB 1211 Silva. The email from the CA SOS outlined the changes as such:

  • The statement required to be in a nonprofit Certificate Dissolution regarding the filing of the corporation's final tax return has changed, and Item 2 in the Certificate of Dissolution (Form DISS NP) has been revised accordingly.  Because that statement has changed, the previous version of Form DISS NP is no longer acceptable for filing by domestic nonprofit public benefit, religious, and mutual benefit corporations.
  • The instructional material included with Form DISS NP has been updated to explain that a nonprofit public benefit and religious corporation filing a Certificate of Dissolution does not need to obtain the letter from the Attorney General if the corporations meets the requirements discussed in California Corporations Code section 6615(a)(5), and if a written statement by the corporation is included in the Certificate of Dissolution that confirms the corporation meets those requirement.
  • A few nonsubstantive formatting changes have been made to the nonprofit Certificate of Election to Wind Up and Dissolve (Form ELEC NP), and the previous version of Form ELEC NP remains acceptable for filing, but will no longer be available
If you have any questions regarding these changes or if you need assistance with filing your dissolution, give us a call at 800.533.7272. We're here to help!

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