Form Schedule N Form 99 Schedule N Form 99 Liquidation, Termination, Dissolution, or Significant Di

Caution: DRAFT TAX PRODUCT
This is an advance proof copy of an IRS tax form,
instructions, or publication. It may be subject to
change and OMB approval before it is officially
released.
If you have any comments on this draft, you can
submit them to us on our IRS.gov page titled
Comment on Forms and Publications, where you
may make comments anonymously if you wish.
You can also email us at taxforms@irs.gov. Please
include the form or publication number in the
subject. We cannot respond to all comments due to
the high volume we receive, but we will carefully
consider each suggestion. Please note that we may
not be able to consider some comments until the
subsequent revision of the product.

(Form 990 or 990-EZ)

▶

Department of the Treasury
Internal Revenue Service

1

2011

Complete if the organization answered "Yes" to Form 990, Part IV, lines 31 or 32; or Form 990-EZ, line 36.
▶ Attach certified copies of any articles of dissolution, resolutions, or plans.
▶ Attach to Form 990 or 990-EZ.

Open to Public
Inspection
Employer identification number

Name of the organization

Part I

OMB No. 1545-0047

Liquidation, Termination, Dissolution, or Significant Disposition of Assets

SCHEDULE N

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.
Part I can be duplicated 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

f
o
s
a
1
t
1
f
0
a
2
r
/
D /10
8
0

(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. ▶

For 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) (2011)

Schedule N (Form 990 or 990-EZ) (2011)

Part I

Page

Note. If the organization distributed all of its assets during the tax year, then Form 990, Part X, column (B), line 16 (Total assets), and line 26
(Total liabilities), should equal -0-.
3
4a
b
5
6a
b
c

Did the organization distribute its assets in accordance with its governing instrument(s)? If “No,” describe in Part III . . . . . . . . . . . . .
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 of its liabilities in accordance with state laws? . . . . . . . . . . . . . . . . . . . . . .
Did the organization have any tax-exempt bonds outstanding during the year? . . . . . . . . . . . . . . . . . . . . . . . . .
Did the organization discharge or defease all of its tax-exempt bond liabilities during the tax year in accordance with the Internal Revenue Code and state laws?
If “Yes” to line 6b, describe in Part III how the organization defeased or otherwise settled these liabilities. If “No,” explain in Part III.

Part II
1

2

Liquidation, Termination, or Dissolution (continued)

f
o
s
a
1
t
1
f
0
a
2
r
/
D /10
8
0

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

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. Part II can be duplicated 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 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 990-EZ) (2011)

Page 3
Supplemental Information. Complete to provide the information required by Part I, lines 2e and 6c, and Part
II, line 2e. Also complete this part to provide any additional information.

Schedule N (Form 990 or 990-EZ) (2011)

Part III

f
o
s
a
1
t
1
f
0
a
2
r
/
D /10
8
0

Schedule N (Form 990 or 990-EZ) (2011)

Page 4

Schedule N (Form 990 or 990-EZ) (2011)

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

“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.
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 4a. 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 4b. Check “Yes” if the organization
provided the notice described in line 4a.
Line 5. Check “Yes” if the organization
discharged or paid all of its liabilities in
accordance with state law.
Line 6a. Check “Yes” and complete line 6b if
the organization had any tax-exempt bonds
outstanding during the year.
Line 6b. Check “Yes” and complete line 6c if
the organization discharged or defeased all of
its tax-exempt bond liabilities during the tax
year.

f
o
s
a
1
t
1
f
0
a
2
r
/
D /10
8
0

Schedule N (Form 990 or 990-EZ) is used by
an organization that files Form 990 or Form
990-EZ to report going out of existence or
disposing of more than 25 percent of its net
assets through sale, exchange, or other
disposition.
An organization that has liquidated,
terminated, or dissolved and ceased
operations, other than to wind up its affairs,
must complete Part I. An organization that
has made a significant disposition of net
assets must complete 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 must complete only
Part I and not Part II of this Schedule.
If there are more transactions to report in
Parts I and II than space available, those parts
can be duplicated to report the additional
transactions. Use Part III to report additional
narrative information (see Part III instructions,
later).

Who Must File
Any organization that answered “Yes” to Form
990, Part IV, Checklist of Required Schedules,
line 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 has
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 support any
claim to have liquidated,
terminated, dissolved, or merged
by attaching a certified copy of its
CAUTION
articles of dissolution or merger,
resolutions, or plans of liquidation or merger.
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.
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, Part I can be
duplicated to report the additional
transactions.
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 (FMV) figure in column
(c).

Column (b). Enter the date the assets were
distributed or the date when the transaction
expense was paid.
Column (c). Enter the FMV 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 taxexempt, 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.

Page 5

Schedule N (Form 990 or 990-EZ) (2011)

Line 6c. If the organization checked “Yes” on
line 6b, 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, or if the
organization did not discharge or defease any
of its bond liabilities. 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

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 FMV 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 reduction 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.

• 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 FMV 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, Part II can be
duplicated to report the additional
transactions.

f
o
s
a
1
t
1
f
0
a
2
r
/
D /10
8
0

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 answers “Yes”
to Form 990, Part IV, line 32, if it has made 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 FMV 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 FMV of the
organization’s net assets as of the beginning
of its tax year; or

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 6c,
and 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.