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Schedule N (Form 990) 2023 Page 4
General Instructions An organization must support any companies (LLCs). Report “individual” if the
claim to have liquidated, recipient isn’t an entity.
Section references are to the Internal Revenue terminated, dissolved, or merged Line 2. Report whether any officer ,director ,
Code unless otherwise noted. ▲!
CAUTION by attaching a certified copy of its trustee , orkey employee listed in Form 990,
Future developments. For the latest articles of dissolution or merger. Part VII, Section A, is (or is expected to
information about developments related to If a certified copy of its articles of dissolution become) involved in a successor or transferee
Schedule N (Form 990), such as legislation or merger isn’t available, the organization may organization by governing, controlling, or
enacted after the schedule and its instructions submit resolutions of its governing board having a financial interest in that organization.
were published, go to www.irs.gov/Form990. approving dissolution or merger, and/or plans “Having a financial interest” includes
Note: Terms in bold are defined in the of liquidation or merger approved by its receiving payments from a successor or
Glossary of the Instructions for Form 990. governing board. An organization filing transferee organization as an employee ,
Schedule N shouldn’t report its liquidation, independent contractor , or in any other
Purpose of Schedule termination, or dissolution in a letter to IRS capacity.
Exempt Organizations, Determinations (“EO
Schedule N (Form 990) is used by an Determinations”). EO Determinations no Line 2a .Check “Yes” if any officer, director,
organization that files Form 990 or Form longer issues letters confirming that the trustee, or key employee listed in Form 990,
990-EZ to report going out of existence or organization’s tax-exempt status was Part VII, Section A, is (or is expected to
disposing of more than 25% of its net assets terminated upon its liquidation, termination, or become) a director or trustee of a successor
through sale, exchange, or other disposition. dissolution. or transferee organization.
An organization that completely liquidated, Line 1. List assets transferred in the Line 2b . Check “Yes” if any officer,
terminated, or dissolved and ceased liquidation, termination, dissolution, or director, trustee, or key employee listed in
operations during the tax year must complete merger. Form 990, Part VII, Section A, is (or is
Part I. An organization that was still in the expected to become) an employee of, or
process of winding up its affairs at the end of If there are more transactions to report in independent contractor for, a successor or
the tax year, but hadn’t completely liquidated, Part I than space available, Part I can be transferee organization.
terminated, or dissolved and ceased duplicated to report the additional
operations, shouldn’t complete Part I, but transactions. Line 2c .Check “Yes” if any officer, director,
trustee, or key employee listed on Form 990,
may need to complete Part II. An organization Column (a) .Assets should be aggregated Part VII, Section A, is (or is expected to
that has made a significant disposition of into categories and should be sufficiently become) an owner, whether direct or indirect,
net assets must complete Part II. For an described. Separately list related transaction in a successor or transferee organization.
organization filing Form 990-EZ, see the expenses of at least $10,000. A transaction
Instructions for Form 990-EZ, line 36, for Part expense consists of a payment to a Line 2d . Check “Yes” if any officer,
II reporting requirements. An organization that professional or other third party for services director, trustee, or key employee listed on
has terminated its operations and has no rendered to assist in the transaction or in the Form 990, Part VII, Section A, has received or
plans for future activities must complete only winding down of the organization’s activities, is expected to receive “compensation or
Part I and not Part II of this schedule. such as attorney or accountant fees. other similar payment” as a result of the
If there are more transactions to report in Brokerage fees shouldn’t be included as liquidation, termination, or dissolution of the
Parts I and II than space available, those parts transaction expenses in column (a), but organization, whether paid by the organization
can be duplicated to report the additional should be included in the fair market value or a successor or transferee organization. For
transactions. Use Part III to report additional (FMV) amount in column (c). this purpose, “compensation or other similar
payment” includes a severance payment, a
narrative information. See Part III instructions Column (b) . Enter the date the assets were “change in control” payment, or any other
later. distributed or the date when the transaction payment that wouldn’t have been made to the
expense was paid. individual if the dissolution, liquidation, or
Who Must File Column (c) .Enter the FMV of the asset termination of the organization hadn’t
Any organization that answered “Yes” to Form distributed or the amount of transaction occurred.
990, Part IV,Checklist of Required Schedules , expense paid. Line 2e .If the organization checked “Yes”
line 31 or 32, or Form 990-EZ, line 36, must Column (d) . Enter the method of valuation to any of the other questions on lines 2a
complete and attach Schedule N to Form 990 for the asset being distributed. Methods of through 2d, provide the name of the person
or Form 990-EZ, as applicable. valuation include appraisals, comparables, involved, and explain in Part III the nature of
If an organization isn’t required to file Form book value, actual cost (with or without the listed person’s relationship with the
990 or Form 990-EZ but chooses to do so, it depreciation), and outstanding offers (among successor or transferee organization and the
must file a complete return and provide all of other methods). For transaction expenses, type of benefit received or to be received by
the information requested, including the provide the method for determining the the person.
required schedules. amount of the expense, such as an hourly rate Line 3. Check “Yes” if the organization’s
or fixed fee. assets were distributed in accordance with its
Specific Instructions Columns (e) and (f) . Enter the EIN , name, governing instrument.
and address of each recipient of assets Line 4a. Check “Yes” if the organization is
Part I. Liquidation, Termination, or distributed or transaction expenses paid. required to notify a state attorney general or
Dissolution Don’t enter social security numbers of other appropriate state official of the
individual recipients. For membership organization’s intent to dissolve, liquidate, or
If the organization answered “Yes” to Form organizations that transfer assets to individual terminate.
990, Part IV, line 31, it must complete Part I. If members, the names of individual members
the organization answered “Yes” to Form needn’t be reported. Rather, the members Line 4b. Check “Yes” if the organization
990-EZ, line 36, because it fully liquidated, may be aggregated into specific classes of provided the notice described in line 4a.
dissolved, or terminated during the tax year, it membership, or they may be aggregated into Line 5. Check “Yes” if the organization
must complete Part I. An organization must one group, if there is only one class of discharged or paid all of its liabilities in
answer “Yes” to either of these lines if it has membership. accordance with state law.
ceased operations and has no plans to Column (g) . Enter the section of the Line 6a. Check “Yes” and complete line 6b if
continue any activities or operations in the Internal Revenue Code under which the the organization had any tax-exempt bonds
future. This includes an organization that has transferee organization is tax exempt (for outstanding during the year.
dissolved, liquidated, terminated, or merged instance, section 501(c)(3) or 501(c)(4)), if it is Line 6b. Check “Yes” and complete line 6c if
into a successor organization. exempt. For recipients that aren’t tax exempt the organization discharged or defeased all of
under a particular section of the Code, enter its tax-exempt bond liabilities during the tax
the type of entity. Examples of types of year. Leave line 6b blank if the answer to
entities are government agencies or line 6a is “No.”
governmental units , or limited liability
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