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Nonprofit Law/Dissolution of a Delaware nonprofit corporation


What happens to the assets of a Delaware nonprofit non-stock organization upon dissolution?  Are they disbursed to members or transferred to another organization via the cy pres doctrine?

The corporation is a 501(c)(3) organization and is not a private foundation as it falls under 509(a)(1) and 170(b)(1)(A)(vi).  The organizational documents do not have any dissolution provisions.  

Thank you for your help!

I have in my profile that this free forum is only for general questions relating to IRS federal exemption issues of 501(c)(3) organizations. For an organization to qualify under the Internal Revenue Code as a 501(c)(3) organization it must have dissolution provisions and other required clauses in the organizational document  See, starting in the middle column of page 26
of Publication 557  under "Organizational Test". Samples start on page 77.

Therefore, the organization does not qualify as a 501(c)(3) organization but, if, for some reason, the IRS made a mistake and issued a determination letter that the organization is exempt under section 501(c)(3), let me know that there was such a letter (and that the exemption has not been revoked by the IRS). If, however, there is no such letter, let me know that. After you give me that information I will reply further.

Harvey Mechanic, Attorney at Law -

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.  

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Harvey Mechanic


DO NOT GIVE ME INFORMATION THAT YOU WANT KEPT CONFIDENTIAL. I am an attorney and I volunteer time to answer general questions about U.S. Federal income tax issues of nonprofit 501(c)(3) public charities only. Those questions could be about establishing and maintaining legal requirements for such non-profit organizations in the United States, including Internal Revenue service filings and requirements. I will not be working on this free forum to answer questions about Nonprofit's possible unrelated or for-profit businesses or how to fill out forms. This forum is only for general questions about federal tax law, not as the law applies to your specific situation. If you do not make your question public then I will not be spending much of my donated time on answers that would not benefit the public. If you have other questions, please contact me at I will reply from my email. In any case, do not reveal confidential information to me until after I have contracted with you to provide personal legal services. My responses on this forum are intended to be general statements of law, should not be relied upon as legal advice, and do not create an attorney/client relationship. For me to consider your individual situation and how the law applies, I would need to gather extensive information about the situation. To search my previous answers you can do a Google search by "" without the quotes and then add your search terms before hitting enter.


I have been practicing law and especially the law of nonprofit organizations since 1990 when I was admitted to the New York Bar and I have maintained my status with the Bar since that time.


B.S. Columbia University in New York City, 1970

J.D. (Law Degree) Brooklyn Law School, 1990 -- Cum Laude.

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