Nonprofit Law/Selling a 501c3


We have a 501c3 that we want to sell to a new owner who wants to carry on the mission, but it appears that we canít sell the assets, but we can transfer them to a new owner.

The new owner is in a different state.  Can we just transfer the assets of the corporation (cash) and the new owner just takes over with a new board of directors?

Would they need to register in the new state?

Is there someplace to find a simple agreement to make the transfer?  

Is there anything else we need to be concerned about?

Thank you for any help you can give me!!

I don't know why you wrote that your nonprofit organization may not sell its assets.  If yours is a nonprofit corporation, give me the name of the state where it is located and I can site to that state's law as to the sales of assets.  

No one "owns" a nonprofit corporation, but your board can transfer control of the corporation to the new board members who are located in the other state. They would simply need to register as a "foreign", meaning "out-of-state" corporation wishing to do business in the new state and the registration is with the same office that incorporates (usually called the Secretary of State's Office, Corporation Division).

I have in my profile in my forum at the free service that I offer is only for questions directly related to IRS exempt purpose issues of 501(c)(3) organizations.

Your issues as to state transfer papers are beyond that and I would need to spend a substantial amount of time and I have never seen any "simple agreement".  If you want to hire me, send me an email directly to my email address below and I will quote you my fees.

Sorry for the delay in the answer to your question. has, for the last 10 days not been sending me the questions to answer.

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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