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Nonprofit Law/dissolve organization with revoked 501c3 and refile as new org?


We had a 501c3 that was revoked for failing to file 990 for 3 consecutive years. We would like to dissolve the first organization and file 1023 for a new organization. What is likelihood the IRS will approve new organization taking over assets and activities of old organization? Anything to be aware of when filing?

The IRS will not hold anything against the new organization in its determination as to exempt status under section 501(c)(3). Note, however, that the Form 1023 requires the new organization to reveal its relationship to the previous organization in Schedule G (Pdf page 27 at )

The question I have is why you would want to form a new organization if the only issue is that you failed to file an information return form for 3 consecutive years. If the organization has tax liability, that liability is not going to be eliminated by dissolution.

The IRS announced, earlier in this year of 2014, new streamlined procedures that allow for retroactive reinstatement for some smaller organizations. "An organization that was eligible to file either Form 990-EZ or 990-N for each of the three consecutive years that it failed to
file, and that has not previously had its tax-exempt status automatically revoked  pursuant to section 6033(j), may apply to have its tax-exempt status retroactively reinstated effective from
the Revocation Date..."

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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