Form Schedule N (Form 9 Schedule N (Form 9 Liquidation, Termination, Dissolution or Significant Dis

SCHEDULE N
(Form 990 or 990-EZ)

䊳

Department of the Treasury
Internal Revenue Service

Attach certified copies of any articles of dissolution, resolutions, or plans.
䊳

Open to Public
Inspection

Attach to Form 990 or 990-EZ.

Name of the organization

1

2009

Complete if the organization answered “Yes” to Form 990, Part IV, lines 31 or 32; or Form 990-EZ, line 36.
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Part I

OMB No. 1545-0047

Liquidation, Termination, Dissolution, or Significant Disposition of Assets

Employer identification number

Liquidation, Termination, or Dissolution. Complete this part if the organization answered “Yes” to Form 990, Part IV, line 31, or Form 990-EZ, line
36. Use Schedule N-1 if additional space is needed.
(a) Description of asset(s)
distributed or transaction
expenses paid

(b) Date of
distribution

(c) Fair market value of
asset(s) distributed or
amount of transaction
expenses

(d) Method of
determining FMV for
asset(s) distributed or
transaction expenses

(e) EIN of recipient

(f) Name and address of recipient

(g) IRC section of
recipient(s) (if
tax-exempt) or type
of entity

Yes No
2
a
b
c
d
e

Did or will any officer, director, trustee, or key employee of the organization:
Become a director or trustee of a successor or transferee organization?
Become an employee of, or independent contractor for, a successor or transferee organization?
Become a direct or indirect owner of a successor or transferee organization?
Receive, or become entitled to, compensation or other similar payments as a result of the organization’s liquidation, termination, or dissolution?
If the organization answered “Yes” to any of the questions in this line, provide the name of the person involved and explain in Part III. 䊳

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990 or Form 990-EZ.

Cat. No. 50087Z

2a
2b
2c
2d

Schedule N (Form 990 or 990-EZ) 2009

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Schedule N (Form 990 or 990-EZ) 2009

Part I
3
4a
b
5a
b
6
7a
b
c

Liquidation, Termination, or Dissolution (continued)

Note. If the organization distributed all of its assets during the tax year, then Form 990, Part X, column (B) should equal -0-.
Did the organization distribute its assets in accordance with its governing instrument(s)? If “No,” describe in Part III
Did the organization request or receive a letter from the IRS that the organization’s exempt status was terminated?
. Attach a copy of the letter and, if applicable, the organization’s request for the letter.
If “Yes,” provide the date of the letter. 䊳
Is the organization required to notify the attorney general or other appropriate state official of its intent to dissolve, liquidate, or terminate?
If “Yes,” did the organization provide such notice?
Did the organization discharge or pay all liabilities in accordance with state laws?
Did the organization have any tax-exempt bonds outstanding during the year?
Did the organization discharge or defease tax-exempt bond liabilities in accordance with the Internal Revenue Code and state laws?
If “Yes,” describe in Part III how the organization defeased or otherwise settled these liabilities. If “No,” explain in Part III.

Yes No
3
4a
5a
5b
6
7a
7b

Part II

Sale, Exchange, Disposition, or Other Transfer of More Than 25% of the Organization’s Assets. Complete this part if the organization answered
“Yes” to Form 990, Part IV, line 32, or Form 990-EZ, line 36. Use Schedule N-1 if additional space is needed.

1

(a) Description of asset(s)
distributed or transaction
expenses paid

(b) Date of
distribution

(c) Fair market value of
asset(s) distributed or
amount of transaction
expenses

(d) Method of
determining FMV for
asset(s) distributed or
transaction expenses

(e) EIN of recipient

(f) Name and address of recipient

(g) IRC section of
recipient(s) (if
tax-exempt) or type
of entity

Yes No
2
a
b
c
d
e

Did or will any officer, director, trustee, or key employee of the organization:
Become a director or trustee of a successor or transferee organization?
Become an employee of, or independent contractor for, a successor or transferee organization?
Become a direct or indirect owner of a successor or transferee organization?
Receive, or become entitled to, compensation or other similar payments as a result of the organization’s significant disposition of assets?
If the organization answered “Yes” to any of the questions in this line, provide the name of the person involved and explain in Part III.

2a
2b
2c
2d

Schedule N (Form 990 or Form 990-EZ) 2009

Schedule N (Form 990 or 990-EZ) 2009

Part III

Page

3

Supplemental Information. Complete to provide the information required by Part I, lines 2e, 7c;
Part II, line 2e; and any additional information.

Schedule N (Form 990 or 990-EZ) 2009

Page

Schedule N (Form 990 or 990-EZ) 2009

General Instructions
Section references are to the Internal
Revenue Code unless otherwise noted.
Note. Terms in bold are defined in the
Glossary of the Instructions for Form 990.

Purpose of Schedule
Schedule N (Form 990 or 990-EZ) is used by
an organization that files Form 990 or Form
990-EZ to provide information about going
out of existence or disposing of more than 25
percent of its net assets through a
contraction, sale, exchange, or other
disposition.
An organization that liquidated, terminated,
or dissolved and ceased operations, other
than to wind up its affairs, must complete
Part I. An organization must report a
significant disposition of net assets in Part
II. For an organization filing Form 990-EZ, see
the Instructions for Form 990-EZ, line 36, for
Part II reporting requirements. An organization
that has terminated its operations and has no
plans for future activities need only complete
Part I and not Part II of this Schedule.
Use Schedule N-1 (Form 990 or 990-EZ) to
report additional information for Parts I or II of
Schedule N (Form 990 or 990-EZ). Use as
many Schedules N-1 (Form 990 or 990-EZ) as
needed.

Who Must File
Any organization that answered “Yes” to
Form 990, Part IV, Checklist of Required
Schedules, lines 31 or 32; or Form 990-EZ,
line 36, must complete and attach Schedule
N to Form 990 or Form 990-EZ, as
applicable.
If an organization is not required to file
Form 990 or Form 990-EZ but chooses to do
so, it must file a complete return and provide
all of the information requested, including the
required schedules.

Specific Instructions
Part I. Liquidation,
Termination, or Dissolution
If the organization answered “Yes” to Form
990, Part IV, line 31, it must complete Part I.
If the organization answered “Yes” to Form
990-EZ, line 36, because it fully liquidated,
dissolved, or terminated during the tax year, it
must complete Part I. An organization must
answer “Yes” to either of these lines if it
ceased operations and has no plans to
continue any activities or operations in the
future. This includes an organization that has
dissolved, liquidated, terminated, or merged
into a successor organization.
An organization must provide support
of its liquidation, termination,
CAUTION dissolution, or merger by attaching a
certified copy of its articles of dissolution or
merger, resolutions, and plans of liquidation
or merger. An organization also must attach
any other relevant documentation, such as a
letter from the IRS ruling that the organization
is no longer exempt under section 501(a), or a
private letter ruling from the IRS approving
the organization’s proposed dissolution or
liquidation, as provided in instructions for line
4, later.

Line 1. List assets transferred in the
liquidation, termination, dissolution, or
merger.
If there are more transactions to report in
Part I than space available, report the
additional transactions on Schedule N-1
(Form 990 or 990-EZ), Part I. Use as many
Schedules N-1 (Form 990 or 990-EZ) as
needed.
Column (a). Assets may be aggregated
into categories and should be sufficiently
described. Separately list related transaction
expenses of at least $10,000. A transaction
expense consists of a payment to a
professional or other third party for services
rendered to assist in the transaction or in the
winding down of the organization’s activities,
such as attorney or accountant fees.
Brokerage fees should not be included in this
category, but should be taken into account in
the fair market value figure in column (c).
Column (b). Enter the date of distribution
of assets or the date when the transaction
expense was paid.
Column (c). Enter the fair market value of
the asset distributed or the amount of
transaction expense paid.
Column (d). Enter the method of valuation
for the asset being distributed. Methods of
valuation include appraisals, comparables,
book value, actual cost (with or without
depreciation), and outstanding offers (among
other methods). For transaction expenses,
provide the method for determining the
amount of the expense, such as an hourly
rate or fixed fee.
Columns (e) and (f). Enter the EIN, name,
and address of each recipient of assets
distributed or transaction expenses paid. Do
not enter social security numbers of individual
recipients. For membership organizations that
transfer assets to individual members, the
names of individual members need not be
reported. Rather, the members may be
aggregated into specific classes of
membership, or they may be aggregated into
one group, if there is only one class of
membership.
Column (g). Enter the section of the
Internal Revenue Code under which the
transferee organization is tax-exempt, if it is
exempt. For recipients that are not
tax-exempt, enter the type of entity.
Examples of types of entity are government
agencies or governmental units, or a limited
liability company (LLC). Report “individual” if
the recipient is not an entity.
Line 2. Report whether any officer, director,
trustee, or key employee listed in Form 990,
Part VII, Section A, is (or is expected to
become) involved in a successor or transferee
organization by governing, controlling, or
having a financial interest in that organization.
“Having a financial interest” includes
receiving payments from a successor or
transferee organization as an employee,
independent contractor, or in any other
capacity.
Line 2a. Check “Yes” if any officer,
director, trustee, or key employee listed in
Form 990, Part VII, Section A, is (or is
expected to become) a director or trustee of
a successor or transferee organization.

4

Line 2b. Check “Yes” if any officer,
director, trustee, or key employee listed in
Form 990, Part VII, Section A, is (or is
expected to become) an employee of, or
independent contractor for, a successor or
transferee organization.
Line 2c. Check “Yes” if any officer,
director, trustee, or key employee listed on
Form 990, Part VII, Section A, is (or is
expected to become) an owner, whether
direct or indirect, in a successor or transferee
organization.
Line 2d. Check “Yes” if any officer,
director, trustee, or key employee listed on
Form 990, Part VII, Section A, has received or
is expected to receive “compensation or any
similar payment” as a result of the liquidation,
termination, or dissolution of the organization,
whether paid by the organization or a
successor or transferee organization. For this
purpose, “compensation or any similar
payment” includes a severance payment, a
“change in control” payment, or any other
payment that would not have been made to
the individual if the dissolution, liquidation, or
termination of the organization had not
occurred.
Line 2e. If the organization checked “Yes”
to any of the other questions on line 2,
provide the name of the person involved, and
explain in Part III the nature of the listed
person’s relationship with the successor or
transferee organization and the type of benefit
received or to be received by the person.
Line 3. Check “Yes” if the organization’s
assets were distributed in accordance with its
governing instrument.
Line 4. Check “Yes” to line 4a if the
organization requested or received a letter
from the IRS that the organization’s exempt
status was terminated or it is no longer
exempt under section 501(a). Attach a copy
of the organization’s request, and if
applicable, a copy of the IRS response. Enter
the date of the IRS letter in line 4b.
An organization filing Schedule N
should not report its liquidation,
termination, or dissolution in a letter to
IRS Exempt Organizations, Determinations
(“EO Determinations”). EO Determinations no
longer issues letters confirming that the
organization’s tax-exempt status was
terminated upon its liquidation, termination, or
dissolution.
TIP

Line 5a. Check “Yes” if the organization is
required to notify a state attorney general or
other appropriate state official of the
organization’s intent to dissolve, liquidate, or
terminate.
Line 5b. Check “Yes” if the organization
provided the notice described in line 5a.
Line 6. Check “Yes” if the organization
discharged or paid all of its liabilities in
accordance with state law.
Line 7a. Check “Yes” and complete line 7b if
the organization had any tax-exempt bonds
outstanding during the year.
Line 7b. Check “Yes” and complete line 7c if
tax-exempt bond liabilities were discharged or
defeased during the year.

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Schedule N (Form 990 or 990-EZ) 2009

Line 7c. If the organization checked “Yes” on
line 7b, explain in Part III how the bond
liabilities were discharged, defeased, or
otherwise settled during the year. Also
provide an explanation if any bond liabilities
were discharged, defeased, or otherwise
settled other than in accordance with the
Code or applicable state law. If the
organization avoided the need for a
defeasance of bonds, such as through the
transfer of assets to another section 501(c)(3)
organization, provide the name of the
transferees of such assets, the CUSIP
number of the bond issue, and a description
of the terms of such arrangements, in Part III.
TIP

An organization that completes Part I
does not complete Part II.

Part II. Sale, Exchange,
Disposition, or Other
Transfer of More Than 25
Percent of the
Organization’s Assets
If an organization answered “Yes” to Form
990, Part IV, line 32, it must complete Part II.
If an organization answered “Yes” to Form
990-EZ, line 36, see the Instructions for Form
990-EZ, line 36, for Part II reporting
requirements. An organization answered
“Yes” to Form 990, Part IV, line 32, if it has
undergone a significant disposition of net
assets during the year. A significant
disposition of the organization’s net assets
includes a sale, exchange, disposition, or
other transfer of more than 25 percent of the
fair market value of its net assets during the
tax year, regardless of whether the
organization received full and adequate
consideration. A significant disposition of net
assets involves:
1. One or more dispositions during the
organization’s tax year amounting to more
than 25 percent of the fair market value of
the organization’s net assets as of the
beginning of its tax year; or

2. One of a series of related dispositions or
events commenced in a prior year, that when
combined comprise more than 25 percent of
the fair market value of the organization’s net
assets as of the beginning of the tax year
when the first disposition in the series was
made. Whether a significant disposition
occurred through a series of related
dispositions or events depends on the facts
and circumstances in each case.
Examples of the types of transactions
required to be reported in Part II as significant
dispositions of net assets include the
following:
● Taxable or tax-free sales or exchanges of
exempt assets for cash or other consideration
(such as a social club described in section
501(c)(7) selling land or an exempt
organization selling assets it had used to
further its exempt purposes).
● Sales, contributions, or other transfers of
assets to establish or maintain a partnership,
joint venture, or a corporation (for-profit or
nonprofit) regardless of whether such sales or
transfers are governed by section 721 or
section 351, and whether or not the transferor
receives an ownership interest in exchange
for the transfer.
● Sales of assets by a partnership or joint
venture in which the organization has an
ownership interest.
● Transfers of assets pursuant to a
reorganization in which the organization is a
surviving entity.
● A contraction of net assets resulting from a
grant or charitable contribution of assets to
another organization described in section
501(c)(3).
The following types of situations are not
required to be reported in Part II:
● The change in composition of publicly
traded securities held in an exempt
organization’s passive investment portfolio.

5

● Asset sales made in the ordinary course,
such as gross sales of inventory.
● A decrease in the value of net assets due
to market fluctuation in the value of assets
held by the organization.
● Transfers to a disregarded entity of which
the organization is the sole member.
For purposes of Schedule N (Form 990 or
990-EZ), “net assets” means total assets
less total liabilities. The determination of a
significant disposition of net assets is made
by reference to the fair market value of the
organization’s net assets at the beginning of
the tax year (in the case of a series of related
dispositions that commenced in a prior year,
at the beginning of the tax year during which
the first disposition was made).
Line 1. Refer to the instructions for Part I, line
1, columns (a)–(g), earlier.
If there are more transactions to report in
Part II than space available, report the
additional transactions in Part II of Schedule
N-1 (Form 990 or 990-EZ). Use as many
Schedules N-1 (Form 990 or 990-EZ) as
needed.
Line 2. Refer to the instructions for Part I, line
2, earlier.

Part III. Supplemental
Information
Use Part III to provide the narrative
information required in Part I, lines 2e and 7c;
or Part II, line 2e. Also use Part III to provide
additional narrative explanations and
descriptions as necessary to support or
supplement any responses in Part I or II.
Identify the specific part and line(s) that the
response supports. Part III may be duplicated
if more space is needed.