Nonprofit Law/Name Change/location change and 501(c)(3) Status
I represent a non-profit that was originally incorporated in WA State in 2005. The non-profit received it's letter of designation in September of that year. The EIN and all other tax related information is in the name of the original filing.
The non-profit changed it's name in 2009, filed a Trade Name in WA state. The non-profit is basically a virtual organization until I became the Exec. Director in January. We have moved the office address for all correspondence and financial transactions to my office in Colorado. I have filed a foreign incorporation in CO.
However, there remains considerable confusion about the organization.
Two question: Can the name 501(c)(3) status be changed from the original name to the tradename or do we need to apply under this name for a new designation?
If the 501(c)(3) is transferable to trade name, can we then move the corporation by reincorporating the nonprofit in CO?
Thank you in advance for your assistance.
is the IRS list of the States and there are the searchable, state-by-state files of exempt organizations from the IRS. There you would download the Excel or text file that includes organizations in the State of Washington with names starting within a alphabetic range. Column "I" will be the subsection of section 501 under which the organization was granted, and maintains exemption and you will also see, when you open the .xls file that column AF is for "Sort or Secondary Name". You would, therefore, notify the IRS about the trade-name registered in the state and then they would be including that in column AF in the future. officer of your organization should call the IRS Exempt
Organizations unit in Cincinnati at 1-877-829-5500 between 8 am an 5 pm your local time and hit "2" about 10 seconds after they ask, in Spanish, whether you want a Spanish speaking agent (unless you want to speak to them in Spanish. Then they will give a recording, lasting about 30 concerning organizations that may have lost their exempt status. Then hit "4" a couple of seconds after that. Then you wait for an agent and explain the situation and say that you want a updated exemption letter showing, in addition to your corporate name, the trade name. There is no charge for that.
However, as you can see in the instructions for Form 990, which is for exempt organizations
has, on the right column of page 19, "If an exempt organization becomes a different legal entity, such as by changing its legal structure from a trust to a corporation or by dissolving in one state and incorporating in another, then a new exemption application is required to establish that the new legal entity qualifies for exemption."
Reincorporate" means that an organization, that is already incorporated, does another incorporation. An IRS Revenue Ruling from 1967 (Rev. Rul. 67-390) is very clear that such a
reincorporation in another state would require a new exemption application.
---Start of Excerpt--
Case 4. An exempt organization incorporated under the
laws of one state was reincorporated under the laws of
another state with no change in its purposes....
In each of the four cases described above a new legal entity
has been created. Each new entity must establish its exemption in
accordance with the regulations set forth above. Accordingly,
each of the above organizations must file an application for
exemption to establish that the new entity qualifies for exemption
under the Code and applicable regulations.
---End of Excerpt--
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.