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Dissolutions, Mergers, Conversions, And Withdrawals

Dissolutions

The Dissolution of Charitable Purpose Corporations Act, MCL 450.251, et seq., provides that charitable purpose organizations, except for religious organizations, shall not be dissolved without obtaining approval from the Attorney General. To obtain approval, dissolving organizations must submit a properly completed CTS - 04 Dissolution Questionnaire with all requested attachments to the Charitable Trust Section. If approved, the Charitable Trust Section will provide a letter stating that the Attorney General does not object to the dissolution. This letter may then be submitted to the Department of Licensing and Regulatory Affairs (LARA) with the Certificate of Dissolution. If an organization believes it is not a charitable purpose corporation, or if it is an ecclesiastical corporation, the organization need only submit a letter stating its intention to dissolve; the letter should include either the full corporate name and corporate I.D. number or a copy of the articles of incorporation.

Mergers And Conversions

In January 2015, the Dissolution of Charitable Purpose Corporations Act was revised. It expands the previous notice requirement-which only applied to dissolutions-and clarifies that charitable purpose entities must give the Attorney General written notice "before filing an amendment to or restatement of its articles of incorporation, a certificate of conversion, or any other paper or document concerning a merger [or] conversion . . ." For mergers, conversions, and withdrawals, the Charitable Trust Section generally requires the following information: (For charitable asset sales, see the Attorney General's Charitable Asset Sale Review Process.)

For Mergers:

  • A letter explaining the transaction;
  • A copy of the merger agreement;
  • A copy of the plan of merger;
  • Articles of incorporation on the non-survivor, if no previous file with the Attorney General; and
  • IRS returns and financial statements, if any, for the two most recent years on the non-survivor if not already on file with the Attorney General.

If the survivor is a Michigan charitable organization that has not previously filed with the Charitable Trust Section, it should review the Request for Exemption form to determine if it is exempt from the registration requirements administered by this office.  If so, it should file the CTS - 03 Request for Exemption form. If not, the survivor should file the necessary registration forms.

For Conversions:

  • An explanation of why the organization incorporated as a nonprofit and why it will be converted to another form of business organization;
  • Current IRS status;
  • IRS returns for the last three years;
  • Audits for the past three years, if prepared; and
  • Articles of incorporation, if not already on file with the Attorney General.

For Withdrawals:

Notice must also be provided to the Attorney General if a nonprofit charitable purpose corporation with authority to conduct affairs in Michigan intends to withdraw from the state. The following is generally requested to allow an adequate review of these situations:

  • A letter telling why the certificate of authority was necessary and why it is no longer necessary;
  • An inventory of all assets held in Michigan and their disposition upon withdrawal of the corporation;
  • The most recent financial statements and/or IRS return; and
  • Articles of incorporation if not already filed with the Attorney General.