Notification to the Attorney General Regarding Nonprofit Dissolution

A public benefit or religious corporation must give the Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State pursuant to Neb. Rev. Stat. § 21-19,131. No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given adequate written notice to the Attorney General or until the Attorney General has consented in writing to the dissolution or indicated in writing that he or she will take no action with respect to the transfer or conveyance, whichever is earlier.

The following is information the Attorney General needs to review in order to determine whether the proposed dissolution is in accord with the Nebraska Nonprofit Corporation Act and other applicable law, is in the public interest, and is appropriate pursuant to the corporation’s organizational documents. Please address each item below and label uploaded files accordingly in your response. Additional information beyond the following may be necessary, depending on each specific situation.


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Organization Information





Submitted by






Individual to Contact for Questions about the Nonprofit Dissolution










1. Authority

The authority the person providing the dissolution notice has to act on behalf of the nonprofit corporation and documentation demonstrating how that authority was derived or granted. If you are an attorney supplying the information, indicate specifically whom you represent.

Example: Board of Directors votes to hire attorney X to assist in dissolving the corporation at its annual meeting. A copy of the meeting minutes signed by an appropriate officer is acceptable.

 

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2. Plan of Dissolution

The Plan should contain at a minimum:

  • A list of asset(s) to be distributed in contemplation of dissolution (including cash, real and personal property), indicating if any of the assets are restricted-use. If any assets are restricted, please indicate their value, explain the restriction, and state whether there is a reversionary interest, gift over, etc.;
  • The corresponding entity receiving each asset, including the approximate value of the assets each entity is receiving, not including creditors; and
  • The address and contact person for each entity that will receive the asset(s). If applicable, please include the EIN number for those tax-exempt organizations that will receive charitable assets upon dissolution.

 

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3. Date of the Proposed Distribution of Assets


 


4. Approval of Dissolution

Does the corporation require membership approval of dissolution?


If NO, then provide evidence that the board of directors:

  • Complied with relevant notice provisions in regard to dissolution;
  • Properly voted to dissolve the corporation;
  • Adopted the plan of dissolution.

Example: A copy of notice sent to the board of directors indicating that a vote to dissolve the corporation is to be held, and a copy of the meeting minutes of the board of directors in which the dissolution was approved and the plan of dissolution was adopted.

 

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If YES, provide evidence the board of directors and the members approved the dissolution:

1. As to the board of directors, provide evidence that the board:

  • Properly voted to dissolve the corporation;
  • Developed the plan of dissolution; and
  • Complied with notice provisions in regard to the vote of the board of directors.

Example: A copy of notice sent to the board of directors indicating that a vote to dissolve the corporation is to be held, and a copy of the meeting minutes of the board of directors in which the dissolution was approved and the proposed plan of dissolution was formed.

 

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2. As to the members, provide evidence that either A or B occurred:

A. Membership Approval Occurred through Membership Meeting

If the board of directors sought to have dissolution approved by the members at a membership meeting, provide evidence that:

  • The board of directors provided appropriate notice of the proposed membership meeting, and
  • The membership:
    • Properly voted to dissolve the corporation; and
    • Approved the proposed plan of dissolution.

Example: A copy of the notice to the corporation’s members of the proposed membership meeting that states the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and that includes a copy or summary of the plan of dissolution, and a copy of the membership meeting minutes in which the dissolution was approved.

 

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B. Membership Approval Occurred through Written Consent

If the board of directors sought to have dissolution approved by the members through written consent or written ballot, provide evidence:

  • The board of directors supplied the membership with the appropriate dissolution materials, and
  • The membership:
    • Properly voted to dissolve the corporation; and
    • Approved the proposed plan of dissolution.

Example: A copy of the members’ written consent and a copy of the materials used to solicit the approval, which must include a copy or summary of the plan of dissolution.

 

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5. Notice of Dissolution in Publication

Notice of dissolution must be published for three successive weeks in some legal newspaper of general circulation in the county where the corporation’s principal office or, if none in this state, its registered office is located. A notice of dissolution shall show:

  • The terms and conditions of such dissolution;
  • The names of the persons who are to wind up and liquidate its affairs and their official titles; and
  • A statement of assets and liabilities of the corporation.

 

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Total file size for all files cannot exceed 17MB.



After Asset Transfer is Complete (Public Benefit Corporations Only)

When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the Attorney General a list showing those (other than creditors) to whom the assets were transferred or conveyed.


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