Articles Of Dissolution: Fill & Download for Free

If the 2nd Amendment was never ratified, there wouldn’t be a United States of America. Alternatively, there might have been a much smaller United States of America.A big fear of some of those 13 newly-independent countries was that if they signed onto this union they were considering, they might lose their independence as quickly as they had gained it. The existing continental system, the Articles of Confederation, gave them plenty of independence, and they were skeptical of the new Constitution which was being proposed. Some weren’t willing to ratify the new Constitution if it did not include specific protections to prevent federal authority over the states or the people of the states in certain respects. In the end, they were convinced to ratify the Constitution on the promise that it would be amended straightaway in a manner which satisfied their concerns. They ratified the Constitution, and their trust was rewarded with the Bill of Rights.Not promising to pass a Bill of Rights would have resulted in no new Constitution, and the Articles of Confederation likely weren’t strong enough to unite the country into the 21st century. Making the promise and then breaking it after ratification probably would have resulted in nearly immediate secession of the defrauded states at a time when conquering them and forcing them back into the federal system wasn’t likely to be possible and would have weakened the fragile new country to the point of dissolution anyway.The Rights preserved by the 2nd were an important part of the promise to pass the Bill of Rights. Without that promise being made and kept, the United States of America likely would have collapsed early in its history.

Converting your 501(c)(3) nonprofit into a for-profit organization may help it obtain loans or connections that allow it to continue to serve the community. Because a non-profit is not owned by individuals, it cannot simply convert into a for-profit business. If you no longer want to operate as a nonprofit, you must dissolve the organization and form a new corporation. Although your 501(c)(3)’s tax exempt status was originally conferred upon it by the IRS, conversion requires five steps.First, I would encourage you to meet with a tax lawyer so she or he can review your previous returns and analyze your current tax situation. I say this because you would not want to convert your 501(c)(3) only to find out that you would be better off keeping your tax-exempt status.Second, have the 501(c)(3)’s board of directors meet and vote to dissolve the 501(c)(3) after a meeting in which you all discuss the upsides and downsides of the proposal. Report the vote’s result to employees, members, donors, and partners.Third, contact your state’s attorney general office, file articles of dissolution, and request other forms or paperwork required to change your organization’s status from non-profit to for-profit at the state level. Every state has different requirements. In the alternative, some state will not require dissolution. If you live in one of these states, send a statement of nonprofit conversion that includes the reason for nonprofit termination, a certified copy of the liquidation plan, the fair market value of the organization, and a list of all asset recipients if assets will be distributed. To convert, your organization only needs to re-organize its tax structure. Send the statement to the IRS, Exempt Organizations Determinations department. Internal Revenue Service Manager Exempt Organizations Determinations PO Box 2508 Cincinnati, OH 45201.Fourth, file a final nonprofit tax return with the IRS within four months and 15 days from the termination of nonprofit status and pay the organization’s outstanding debts. This is done with the e-Postcard Form 990-N if receipts are less than $25,000; Form 990-EZ are used by organizations with gross receipts less than $1 million and Form 990 is used by all other organizations. Finally, distribute the 501(c)(3)’s assets to another non-profit.Fifth, file new articles of incorporation with your state’s secretary.Need assistance dissolving your 501(c)(3)? The corporate attorneys at LawTrades can walk you through the process at an affordable flat rate. Message me for more details. Hope this helps!

It is impossible to provide a definitive answer without more information.Here is what I can offer based on the limited information provided:One would need to examine the Articles of Organization and the Operating Agreement to determine whether they have provisions governing the percentage membership interest required for approval of voluntary dissolution.If there are no such provisions, then Indiana Code Section 23-18-9-1.1(b)(2)(B) (http://www.in.gov/legislative/ic/2010/title23/ar18/ch9.pdf) will govern. Assuming that there is only one membership class, a 2/3 membership interest must approve voluntary dissolution - a 45% interest will not suffice.Please note, however, that even without appropriate legal authority, anyone can file Articles of Dissolution, potentially creating a mess for the LLC and everyone associated with it.Accordingly, if there is a real risk of the 45% member taking such a rogue action, it may be appropriate to retain a lawyer to point out to that member that any such rogue action is sure to have adverse financial consequences for him.