Nonprofit Corporation Voluntary Dissolution Filing Requirements by State
For an ordinary domestic nonprofit corporation that elects to dissolve, who must approve dissolution, what notice or plan is required, what document is filed, and when does dissolution take effect?
Jurisdictions
49 of 51 verified, 2 with no public source
Statutes checked
Every entry, oldest check September 29, 2026
Columns
9 per state
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What this survey covers
The table follows a nonprofit corporation's decision to dissolve through the state filing that gives the decision legal effect. Approval, winding up, and ending corporate existence can be separate steps. Charitable registration and tax exemption use their own rules.
Read the voting denominator
Florida requires at least a majority of the votes members present or represented by proxy are entitled to cast under § 617.1402. Texas ordinarily requires at least two-thirds of those votes under § 22.164. Virginia's current rule instead uses more than two-thirds of votes actually cast, subject to its specified variations, under § 13.1-902. The threshold and the pool being counted both matter. Virginia’s January 1, 2027 replacement changes the default denominator to all votes entitled to be cast under § 13.1-902.
Check when the filing belongs
Florida dissolution takes effect with the articles of dissolution, after authorization, under § 617.1403. Texas's certificate of termination follows completion of winding up under § 11.101. Read the filing and effective-time columns together before treating either document as the beginning or the end of liquidation.
Massachusetts uses dissolution petitions under chapter 180, §§ 11 and 11A. Noncharitable corporations petition a court; public charities use the Attorney General’s route when assetless or the Supreme Judicial Court route when assets remain, subject to authorized exceptions.
Asset restrictions remain a separate question
The final column identifies remaining corporate powers and a short statutory asset boundary. It does not determine who should receive a particular organization's assets or how to resolve a disputed claim.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Entity and agency | Before activity begins | Board or manager approval | Member and class vote | Notice, plan, and other approval | Filing contents and signer | Fee and effective time | Revocation or reversal | Powers and asset limits |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-30 | Domestic nonprofit under current Chapter 3A, including predecessor corporations since January 1, 2025; Secretary of State (§§ 10A-3A-14.01, -11.05). |
Has not commenced activity: majority incorporators or initial directors; certify no unpaid debts and net assets distributed after winding up (§ 10A-3A-11.01). |
Membership: board resolution and recommendation unless stated conflict/special circumstances; unanimous members may bypass board. Nonmembership: board approval unless certificate otherwise; default majority present at quorum, or unanimous director consent (§§ 10A-3A-11.02–11.03, -8.24, -8.21). |
Default yes votes exceed no votes at quorum representing majority of votes entitled to be cast; certificate/bylaws or board may require greater vote/quorum or voting groups. Written-consent alternatives; unanimous members may dissolve without board action (§§ 10A-3A-11.02, -7.24, -7.04). |
Member meeting notice 10–60 days; state dissolution purpose and asset distribution or method after creditors paid. Written approval of persons specified in certificate (§§ 10A-3A-11.02, -11.04, -7.05). |
Certificate: name, authorization date, applicable membership/nonmembership and specified-person approval statements, SOS identifier; authorized officer or statutory incorporator/director/member/fiduciary alternative signs with capacity (§§ 10A-3A-11.05, -11.01, -1.04). |
$100 dissolution; effective upon filing officer’s actual receipt unless specified delay, at most 90 days (§§ 10A-1-4.31, -4.11–4.12; 10A-3A-11.05). |
Revoke and reinstate within 120 days; same approvals unless original authorization permits board alone; file certificate plus dissolution copy; continuity restored subject to reliance rights (§ 10A-3A-11.06). |
Existence continues only for winding up/liquidation; remaining distributions must follow law, certificate, bylaws and approved allocation; liquidation distribution only by dissolved corporation (§ 10A-3A-11.07). |
| Alaska verified 2026-09-30 | Domestic nonprofit; AS10.20; commissioner of Commerce, Community and Economic Development (§§ 10.20.290, .315). |
Ordinary board/member resolution route; memberless/nonvoting corporation uses majority directors in office (§ 10.20.290(a)–(c)). |
Board recommends to voting members; default majority fixed-board quorum and majority present approval, document increases. Memberless/nonvoting majority in office; unanimous written consent (§§ 10.20.106, .290, .695). |
At least two-thirds represented-member vote entitlement; default10% quorum, document variations/class rights and greater vote. Unanimous written consent (§§ 10.20.071, .076, .290, .310, .695). |
Member purpose notice default10–50days unless documents vary; board notice per bylaws. Required distribution plan separately approved, notice includes plan/summary; immediate plan filing and known-creditor mail notice (§§ 10.20.066, .116, .290, .300). |
Immediate resolution copy reports for/against votes; final duplicate articles certify approval, debt provision, completed assets, plan and pending-suit provision. President/VP plus secretary/assistant secretary (§§ 10.20.290(e), .310–315). |
$10 resolution; $15 final articles after debts and assets settled. Certificate issuance ends ordinary existence; unresolved voluntary filing subject to two-year involuntary deadline (§§ 10.20.290(f), .310, .320; 3 AAC § 16.050(e)). |
Before certificate issuance: board recommendation plus two-thirds represented-member entitlement, or majority directors in office; adoption resumes affairs, immediate resolution-copy filing (§ 10.20.305). |
Authorization limits affairs to winding up; two-year preexisting-remedy survival and five-year specified property continuation. Restricted-purpose assets go to substantially similar organizations (§§ 10.20.290(d), .295, .450, .452). |
| Arizona verified 2026-09-30 | Domestic nonprofit corporation; Title 10 dissolution §§ 10-11401–11405; articles delivered to Arizona Corporation Commission (ACC). General filing rules in §§ 10-3120–3123. |
If activities never began, majority incorporators/initial directors may dissolve; board may also use direct route if no members, no dissolution voting members, or no activities (§ 10-11401). Plan and required written outside approval still apply. |
Board proposes/recommends to voting members, subject to explained conflict/special circumstances and submission conditions (§ 10-11402); default board act is majority present with quorum under § 10-3824. |
Default majority votes cast or majority voting power, whichever less; articles/board may require greater or class vote (§ 10-11402). Default member quorum one-tenth votes (§ 10-3722); consent/ballot routes under §§ 10-3704, 10-3708. |
Every member receives 10–60-day dissolution-meeting notice and plan copy/summary; plan names asset recipients after creditors paid; charter-required approval in writing (§§ 10-11401–11402, 10-3705). Publication or ACC database step within60days of approval (§ 10-11403). |
Articles: name, authorization date, duly authorized act and applicable approvals (§ 10-11403). Direct § 10-11401 route adds incorporation date/eligibility and acknowledged incorporator/director signature. Ordinary signer under § 10-3120; revenue notice/certificate and required charges complete filing. |
$25 articles; effective on legally accepted delivery or specified date ≤90days later (§§ 10-3122–3123); dissolution on articles’ effective date, subject to completeness requirements (§ 10-11403). |
Within120days of effective dissolution; same authorization unless board-alone reversal reserved; revocation articles plus dissolution copy; $25; effective revocation relates back (§§ 10-11404, 10-3122). |
Existence continues only for winding up; honor return conditions and legal/contractual asset restrictions; charitable-type default recipients carry substantially similar purposes when governing documents omit distribution (§ 10-11405). |
| California verified 2026-09-29 | Public-benefit, mutual-benefit and religious nonprofits; Secretary of State. Religious corporations import specified public-benefit winding-up provisions (§§ 6610–6615, 8610–8615, 9680). |
Created-in-error short form within 24 months; no memberships issued, payments returned, tax/debt/asset conditions; majority directors or incorporator(s) if none selected (§§ 6610.5, 8610.5, 9680.5). |
Majority-all-members route or board plus members; board-only for no members and listed categories. Board ordinarily uses majority present with quorum; special subquorum route (§§ 6610, 8610, 9680; 5211, 7211, 9211). |
Majority of all voting entitlement, including entitled classes, OR board plus majority represented and voting with quorum and majority of required quorum; higher thresholds apply (§§ 5033–5034; 5512, 7512, 9412). |
Meeting proposal notice; public/mutual 10–90 days (20-day minimum for other-class mail); religious board-ordered notice. Mail winding-up notice; AG involvement and distribution approvals vary by category (§§ 5511, 7511, 9411, 6613, 8613, 6716, 8716, 9680). |
Prompt election certificate unless qualifying unanimous vote; completed-windup certificate verified by majority directors, debt/tax statements and required AG attachment. Mutual-benefit adds asset statement (§§ 6611, 8611, 6615, 8615). |
Ordinary election and dissolution certificates: no base filing fee (SOS). Winding up starts with resolution; existence ceases on final filing/acceptance except further winding up (§§ 6613, 8613, 6615, 8615). |
Before any asset distribution; public/religious match approval route, mutual members use majority voting power or board-only original route. Verified revocation filing and AG copy; $30 base fee (§§ 6612, 8612; SOS). |
Further winding up survives final dissolution. Trust restrictions continue; public/religious assets and mutual charitable-trust assets require court decree or AG waiver, with statutory exceptions (§§ 6720, 8615, 6716, 8716–8717, 9680). |
| Colorado verified 2026-09-30 | Domestic nonprofit under Title 7, articles 121–137; Secretary of State filing; general-entity filing and reinstatement rules also apply (§§ 7-121-401, 7-134-103, 7-90-1001). |
If no members: majority of directors, or majority incorporators if no directors, authorizes and adopts distribution plan (§ 7-134-101). |
Unless bylaws provide otherwise, board adopts and recommends proposal, subject to communicated conflict/special-circumstance exception; ordinary majority-present vote with quorum (§§ 7-134-102, 7-128-205). |
Votes for exceed votes against in each voting group, with default 25% quorum; greater requirements may apply. Written consent ordinarily unanimous, subject to bylaws, completed within 60 days (§§ 7-134-102, 7-127-205, -206, -107). |
Plan states recipients after creditors paid; voting-member meeting notice states dissolution purpose and includes proposal/copy or summary. Fair/reasonable notice safe harbor 10–60 days, 30-day minimum for specified mail (§§ 7-134-101, -102, 7-127-104). |
Articles state entity name, principal-office address and dissolution; at least one delivering individual’s true name/address, with perjury affirmations. Signature is not a filing condition (§§ 7-134-103, 7-90-301, -301.5). |
$10 online; dissolution at articles’ effective date, ordinarily filing time; specified time cannot precede filing, delayed date capped at 90 days (§§ 7-134-103, 7-90-304; SOS fee schedule). |
Delayed filing can be revoked before effectiveness by correction statement; afterward use $100 reinstatement, prescribed approvals/articles and relation back subject to reliance rights (§§ 7-90-304, -1001–1005; § 7-134-104 repealed; SOS fees). |
Existence continues solely for winding up; honor conditional assets and legal/contractual transfer limits. Section 501(c)(3) assets stay with exempt or governmental public purposes (§ 7-134-105). |
| Connecticut verified 2026-09-30 | Domestic nonstock corporation; Secretary of the State; Chapter 602, §§ 33-1170–33-1176. |
No voting member and no activities begun: majority initial directors, or two-thirds incorporators if none appointed; certify paid debts and distributed net assets (§ 33-1170). |
Board approves and ordinarily recommends; memberless/no voting-member corporation uses board resolution. Default majority present with majority-board quorum; document variations and unanimous written consent (§§ 33-1171, 33-1100, 33-1097). |
At least two-thirds votes cast, separately for each entitled class; higher votes/classes may apply. Present members/permitted proxies form default quorum; unanimous written consent or document-authorized ballot (§§ 33-1171, 33-1074, 33-1064). |
Voting-member notice 10–60 days, dissolution purpose; specified transfers require distribution plan, separately approved by each entitled class at two-thirds cast. Final distribution needs tax and unemployment clearance (§§ 33-1171, 33-1065, 33-1175–33-1176). |
Certificate: name, authorization date and appropriate member/board approval statement; early route has additional certifications. Chair, president or other officer; incorporator before director selection (§§ 33-1170, 33-1172, 33-1004). |
$0 dissolution filing; dissolved at certificate effective date, ordinarily filing, with specified delayed date/time allowed (§§ 33-1172, 33-1006; official agency fee table). |
Within 120 days; same authorization unless members permitted board-only reversal; file revocation certificate ($20), with name amendment if needed; effective revocation relates back (§ 33-1173; agency fee table). |
Existence continues for winding up only; conditional-return assets follow conditions, restricted charitable-use assets go to substantially similar organizations under adopted plan (§§ 33-1174, 33-1176). |
| Delaware verified 2026-09-30 | Domestic nonprofit nonstock corporation; Title8 DGCL; Division of Corporations/Secretary of State (§§ 114, 276). |
Business not commenced: majority governing body, or majority incorporators if none; acknowledged certificate conforming to early-route requirements (§§ 276(b), 274). |
Ordinary route majority whole governing body resolves at purpose-called meeting; no voting members: majority then in office. Default unanimous consent, subject to certificate/bylaws and nonstock management variation (§§ 276, 275(a), 141(f),(j)). |
Majority of all entitled voting memberships; includes governing-body-election voters and document dissolution voters. Default one-third quorum; document classes/weights. All-entitled consent bypasses governing body; ordinary sufficient consent under §228 (§§ 276, 275, 215, 228). |
Notice of governing-body resolution and member dissolution meeting to entitled members; distributions remain subject to law and nonprofit documents (§§ 276, 275(a), 281(f)). |
Certificate: name, authorization date/method, officer/director names/addresses, original incorporation date and irrevocable SOS service appointment/address. Authorized officer, statutory alternate, or majority early-route signers; acknowledgment may be signature under perjury (§§ 275(d),(i), 276, 103). |
Agency schedule: $224 ordinary one-page certificate; exempt fees vary, confirm agency. Effective on filing or specified later time within90days (§§ 391, 103(d), 276; August2026 fee schedule). |
Pre-effective termination certificate or authorized abandonment; after dissolution, nonstock analogous approval and comparable revocation certificate within3years/court extension; effective filing resumes business; name-conflict rule (§§ 103(d), 275(e), 311(f),(b),(d)–(e)). |
Three-year wind-up continuation, court extension and pending-action continuation; nonprofit member distributions limited by other law and certificate/bylaws (§§ 278, 281(f), 114). |
| District of Columbia verified 2026-09-30 | Domestic nonprofit; Chapter29-4, dissolution Part29-412; Mayor filing (§§ 29-412.01–.03). |
Majority incorporators/directors if no activity OR membership corporation has admitted no members; unpaid debts cleared, net-asset statement (§ 29-412.01). |
Board proposal and recommendation, conflict/special-circumstance exception; final board approval when no entitled members. Default majority present at majority quorum, document variation/floor; unanimous record consent (§§ 29-412.02, 29-406.21, .24). |
Default favorable votes exceed opposing votes at majority-vote quorum, documents vary; entitled separate classes each approve. Greater board/document requirements, unanimous record-consent default (§§ 29-412.02(e), 29-405.04, .24–.25). |
All members receive purpose and asset-distribution notice, default10–60days unless documents vary; special board notice default2days. Charitable AG record notice before filing, without delay (§§ 29-412.02(d),(g), 29-405.05, 29-406.22). |
Articles: name, authorization date and required approval statement; shortcut adds incorporation date, eligibility, debts/assets and majority approval. Authorized person/on behalf or agent; signer name/capacity (§§ 29-412.01, .03, 29-102.01). |
$80 ordinary or shortcut articles; dissolution on articles effective date, ordinarily filing or stated later same-day time; permitted delayed date up to90days (§§ 29-412.03, 29-102.03; 17 DCMR § 603.1). |
Within120days; same approval or authorized board-only reversal; file revocation articles plus dissolution copy, $80; effective reversal relates back (§ 29-412.04; 17 DCMR § 603.1). |
Existence continues for winding up/litigation; charitable property retains purpose absent required court order; affiliated-person benefit restricted, reasonable compensation exception (§ 29-412.05). |
| Florida verified 2026-09-29 | Florida Nonprofit Corporation Act; Department of State receives domestic nonprofit articles and the distribution plan (§§ 617.01011, .1401–.1406); 2026 amendments effective July 1, 2026. |
Before conducting affairs: incorporator or majority of incorporators if no directors; otherwise majority of directors. Articles confirm no unpaid debts and distribution of remaining net assets (§ 617.1401). |
Voting-member route: board resolution recommends dissolution and sends it to members, subject to conflict/substantial-reason exception. No voting members: majority of directors then in office (§ 617.1402). |
At least a majority of votes present/proxy members are entitled to cast; voting rights come from articles/bylaws. Written-consent alternative follows § 617.0701 (§§ 617.0721, .1402–.1403). |
Written dissolution-purpose notice to voting members under articles/bylaws; distribution plan uses its own approval and notice and must be filed with an officer’s compliance certificate (§§ 617.1402, .1406). |
Articles state name and approval-route facts; voting-member route permits a written-consent statement. Director, president/other officer, or specified alternative signer signs with name/capacity (§§ 617.01201, .1401, .1403). |
$35 articles fee; dissolution on articles’ effective date. Default is acceptance time; delayed date limited to 90 days after filing (§§ 617.0122(11), .0123(1), .1403(2)). |
Revoke before 120 days expire; same approval unless board-only revocation was authorized. File revocation articles plus dissolution-articles copy; $35 fee; effectiveness relates back (§§ 617.1404, .0122(12)). |
Corporate existence continues for winding up; property title and registered-agent authority remain. Dedicated charitable/trust property stays subject to nondiversion law and the distribution plan (§§ 617.1405–.1406). |
| Georgia verified 2026-09-29 | Domestic nonprofit corporation; Secretary of State; O.C.G.A. §§14-3-1401–1409. |
Majority incorporators or initial directors: no voting members admitted, no activities beyond routine formation, no net assets; articles also affirm all debts paid (§1401). |
With voting members: board proposal and recommendation unless explained conflict/special circumstances; default majority present with board quorum. Without voting members: majority directors in office, or higher governing-document vote (§§1402,824). |
Majority of all entitled votes; articles/bylaws/board may require greater or class vote. Default quorum majority; pre-July1,2023 corporations10%, subject to variations. Ballot and requisite-vote consent routes; nonsigner notice delays consent approval10days (§§1402,722,707–708). |
Distribution plan; member notice10–60days (specified slower mail30–60); board-only dissolution notice includes plan/summary. Publication request/payment before intent filing; charitable AG notice at/before intent,30-day transfer wait (§§1402,1403,1404.1,704,822). |
Intent notice: name, authorization date, required member approval; publication certificate. Later articles affirm unrevoked intent, liabilities provided, assets distributed/deposited, litigation provided, applicable AG notice; chair, CEO or other officer ordinarily signs (§§1404,1404.1,1409,120). |
No base fee for intent/articles; publication$40. Intent begins dissolution; final articles end existence on filing, with statutory litigation exceptions (§§122(7),1404,1404.1,1409). |
Before final articles: same authorization, unless original approval permits board-only reversal; file revocation notice plus original intent copy; effective on filing, relates back (§1405). |
After intent, existence continues only to wind up/liquidate; final filing retains specified litigation/remedy powers. Conditional returns and restricted-purpose/charitable recipients remain protected by plan (§§1406,1409,1403). |
| Hawaii verified 2026-09-30 | Domestic nonprofit; Hawaii Nonprofit Corporations Act; DCCA department director (§§ 414D-241–245). |
No members and business not commenced: majority incorporators/initial directors, document approvals, articles naming recipient plan and authorization (§ 414D-241). |
Board approval; majority present at majority-in-office quorum by default, document variations; memberless route majority directors in office. Unanimous written consent unless documents vary (§§ 414D-242, 414D-147, 414D-144). |
Lower of two-thirds votes cast or majority voting power, with greater/class requirements possible; default 10% quorum. Written consent at least 80% voting power, nonsigner notice and ten-day effectiveness (§§ 414D-242, 414D-111, 414D-104). |
Member notice 10–60 days plus purpose/plan; memberless board seven days unless waived. Required outsiders approve in writing. Public-benefit AG notice before filing and 20-business-day asset-transfer wait unless earlier written clearance (§§ 414D-242, 414D-105, 414D-145, 414D-233). |
Articles: name, authorization date, board/organizer approval, member/class numbers and result, outsider approval obtained; certified execution by board presiding officer/president/other officer, pre-director incorporator or court fiduciary (§§ 414D-243, 414D-3). |
$10 base articles fee; dissolved at articles effectiveness, normally filing/specified same-day time; delayed date/time up to 30 days (§§ 414D-5, 414D-6, 414D-243). |
Within 120 days; same approvals unless board-only reversal authorized; revocation articles plus dissolution copy; intervening name conflict requires new-name amendment; $10 residual filing fee; relation back (§§ 414D-244, 414D-5). |
Existence continues for winding up; conditional assets follow return/transfer conditions and public-benefit defaults preserve recipient limits; AG asset-recipient list after substantial transfers (§§ 414D-245, 414D-233). |
| Idaho verified 2026-09-30 | Idaho Nonprofit Corporation Act; domestic nonprofit; Secretary of State (§§ 30-30-101, 30-30-1003). |
No members and before directors’ organization meeting: majority incorporators or directors, required document approvals, meeting notice and recipient plan (§ 30-30-1001). |
Board approval; ordinary majority present at majority-in-office quorum, document variations; memberless dissolution majority directors in office; unanimous consent unless documents vary (§§ 30-30-1002, 30-30-616, 30-30-613). |
Lower of two-thirds votes cast or majority voting power, subject to greater/class requirements; default 10% quorum. Written consent at least 80% voting power; ballot alternative (§§ 30-30-1002, 30-30-511, 30-30-504, 30-30-508). |
Member notice 10–60 days, 30-day minimum for non-first-class/nonregistered mail; purpose and plan/summary. Memberless director notice seven days unless waived; designated outsiders approve in writing; plan identifies post-creditor recipients (§§ 30-30-505, 30-30-614, 30-30-1001–1002). |
Articles: name, authorization date, board/organizer approval, member/class voting counts when applicable, required outsider approval obtained; board presiding officer, president or another officer signs (§§ 30-30-1003, 30-30-102). |
No base articles fee; conditional $20 manual-entry surcharge. Dissolved when articles take effect; ordinarily filing, later same-day time or permitted delay up to 90 days (§§ 30-30-1003, 30-21-203, 30-21-214). |
Before filing becomes effective: statement of withdrawal, signed by original signers or under their agreement, prevents original transaction taking effect; $30 (§§ 30-21-204, 30-21-214). |
Corporate existence continues for winding up; conditionally held assets follow return/transfer conditions; distributions remain subject to legal/contractual requirements and governing documents (§ 30-30-1004). |
| Illinois verified 2026-09-29 | Domestic not-for-profit corporation; Secretary of State; 805 ILCS 105/112.05–112.30. |
Ordinary routes apply: no-voting-member director route requires debts paid; eligible voting members may authorize under informal-action or meeting provisions (§§112.05,112.10,112.15). |
Meeting route: board resolution proposing dissolution, recommendation optional; default majority-present board vote with quorum. Informal voting-member route needs no director vote; no voting members: majority directors in office or all-director consent (§§112.05,112.10,112.15,108.15,108.45,112.20). |
Meeting: at least two-thirds present and voted, including applicable class vote; articles/bylaws may vary down to majority cast. Default quorum one-tenth of entitled votes. Informal ballot or unanimous consent under §107.10; residential-cooperative exception (§§112.10–112.15,107.60). |
Member meeting notice 20–60 days, stating dissolution purpose; distribution plan when asset transfers require one; no-voting-member route: director election notice ≥3 days before signing articles (§§107.15,112.05,112.15–112.17). |
Duplicate articles: name, authorization date, process-mailing address, meeting/vote or consent statements; authorized listed officer verifies, with statutory fallback signers; electronic-name affirmation (§§112.20,101.10–101.11). |
$5 dissolution filing fee; dissolution effective on Secretary of State filing, with winding-up powers thereafter (§§115.10(d),112.20(c),112.30). |
Board may revoke within 60 days after dissolution; articles filed within 60 days after revocation must affirm neither distributions nor court wind-up begun; effective on filing and relates back (§112.25). |
Existence terminates; wind-up/liquidation, title transfers and suits preserved; conditional-return assets honored and specified charitable/similar assets transferred to substantially similar organizations under plan (§§112.30,112.16). |
| Indiana verified 2026-09-30 | Domestic public benefit, mutual benefit, and religious corporations; Secretary of State receives articles (Ind. Code §§ 23-17-2-7, 23-17-22-3). |
No members OR activities not commenced: majority of incorporators or initial directors; articles affirm no unpaid debt and route facts (§ 23-17-22-1). |
Board proposes and recommends, subject to conflict/special-circumstances exception; ordinary board vote applies. No members: majority of directors in office (§§ 23-17-22-2, 23-17-15-5). |
Default majority of votes cast; articles/board may require greater vote or groups. Default quorum 10%; consent uses 80% of entitled votes, unless limited/prohibited (§§ 23-17-22-2, 23-17-11-4, 23-17-10-4). |
Purpose notice to every member; fair/reasonable notice rules. Required outside approval is written; post-adoption tax and labor notifications generally due within 30 days (§§ 23-17-22-2, 23-17-10-5, 6-8.1-10-9, 22-4-32-23). |
Articles: name, authorization date, board/route statements, class voting data and required outside approval; authorized-person signature with name/capacity (§§ 23-17-22-3, 23-0.5-2-1). |
$20 electronic / $30 other filing; dissolution at articles’ effective date. Filing date/time default; permitted delayed date up to 90 days (§§ 23-0.5-9-17, 23-17-22-3, 23-0.5-2-3). |
Within 120 days; same approval unless board-only reversal authorized. File revocation articles plus dissolution copy; $20/$30 fee; relation back (§§ 23-17-22-4, 23-0.5-9-18). |
Existence continues for winding up; title, proceedings and agent authority remain. Conditional-return assets follow their conditions; public/religious residual assets follow statutory restrictions (§ 23-17-22-5). |
| Iowa verified 2026-09-30 | Domestic nonprofit; Revised Iowa Nonprofit Corporation Act; Secretary of State (§§ 504.1401–504.1405). |
No members: majority directors, or majority incorporators if no directors; subject to required document approvals, seven-day meeting notice and asset-recipient plan (§§ 504.1401, 504.823). |
Board approval; default majority present with majority-in-office quorum, document variations; memberless route majority directors in office. Unanimous written board consent unless meeting required (§§ 504.1402, 504.825, 504.822). |
Lower of two-thirds votes cast or majority voting power; higher votes/classes/document requirements may apply; default 10% quorum. Consent requires at least 80% voting power; written-ballot alternative (§§ 504.1402, 504.713, 504.704, 504.708). |
Member meeting notice 10–60 days, ordinary mail at least 30; purpose plus plan/summary. Memberless director/incorporator meetings seven days; plan names recipients after creditors; specified third-person approval in writing (§§ 504.1401–504.1402, 504.705, 504.823). |
Articles: name, authorization date, sufficient board/organizer approval, member/class counts and voting result where required, outside approval statement. Presiding board officer, president/other officer or pre-director incorporator signs (§§ 504.1403, 504.111). |
$5; file any time after authorization; dissolved at articles effective date, ordinarily filing or later time specified that day, delayed date/time up to 90 days (§§ 504.1403, 504.114; agency fee table). |
Within 120 days; same authorization unless board-only reversal permitted; file revocation articles plus dissolution copy; $5 and relation back (§ 504.1404; agency fee table). |
Existence continues for winding up; conditionally held assets follow conditions, transfers remain subject to legal/contractual requirements and governing documents, with public/religious-benefit default recipient limits (§ 504.1405). |
| Kansas verified 2026-09-30 | Kansas General Corporation Code; nonstock dissolution and SOS certificate (§§ 17-6805, 17-6804). |
Before organized business begins: majority governing body, or majority incorporators if none; certificate adapted from capital/debt/surrender recitals (§§ 17-6805(b), 17-6803). |
Ordinary proposal: majority of whole governing body at purpose-called meeting; without voting members, majority body then in office approves (§§ 17-6804(a), 17-6805(a)). |
Ordinary nonprofit: majority of eligible members voting at meeting; default one-third member quorum, subject to governing documents/classes. All eligible members may consent without governing-body action (§§ 17-6805(a), 17-6505). |
Adapted special-meeting notice 10–60 days; resolution may reserve abandonment power; all corporate fees due/assessable must be paid (§§ 17-6512, 17-6804(e), 17-6806). |
Certificate: name, authorization date/route, officer and governing-body names/postal addresses; authorized officer or statutory fallback signs under perjury (§§ 17-6804(d), 17-7908–7909). |
$20 ordinary online or paper; $20 pre-business paper. Effective on filing or delayed up to 90 days (§ 17-7911; SOS Forms DS/CP). |
Nonstock revocation within 3 years or court extension; analogous original approval and comparable certificate. Effective filing restores business power; name conflict requires new name (§ 17-7001(b), (d), (f)). |
3-year winding-up survival or court extension; timely proceedings continue. Qualifying charitable nonprofit assets go to exempt/public purposes; member distributions yield to law/articles/bylaws (§§ 17-6807, 17-6805a, 17-6810(f)). |
| Kentucky verified 2026-09-30 | Domestic nonprofit under KRS273; Secretary of State; common filing requirements under Chapter14A (§§ 273.300, .313, .252). |
Use the ordinary authorization route: if no members or no members entitled to vote, majority of directors in office (§ 273.300(2)). |
Voting members: board recommends dissolution and submits question; ordinary majority-present/quorum board rule. Memberless/no voting members: majority directors IN OFFICE; unanimous director consent generally available (§§ 273.300, .217, .375). |
At least two-thirds of votes present/proxy members entitled to cast; default quorum one-tenth of entitled votes, bylaws may vary; greater document/class requirements control; unanimous member written consent (§§ 273.300, .203, .370, .377). |
Purpose notice to voting members, default10–35days unless documents otherwise; immediate known-creditor notice on authorization. Plan for transfers requiring one: board recommendation/member two-thirds, or majority directors in office; plan copy/summary in member notice (§§ 273.300, .197, .307, .303). |
Articles: name, authorization date, entitled and for/against or sufficient undisputed votes, separate group data where required; alternatively no-voting-member fact, board meeting date and majority-in-office approval; adopted plan copy. Chair/president/officer, authorized representative or statutory alternative signs (§§ 273.313, 14A.2-020). |
$5 articles; dissolved on articles’ effective date, default filing date/time; delay up to90days; filing may follow authorization without completed-liquidation certificate (§§ 273.368, .313, 14A.2-070). |
Before articles filed: board recommendation plus two-thirds represented member entitlement, or majority directors in office if no voting members; after resolution may resume affairs (§ 273.310). |
Corporate existence continues for winding up; conditional-return assets returned, specified charitable-use assets to substantially similar nonprofit organizations by plan; other distributions follow statutory order (§§ 273.302–303). |
| Louisiana verified 2026-10-02 | Ordinary domestic nonprofit under Title 12, Chapter 2; Secretary of State plus parish recorder; voluntarily chosen court supervision is an alternative (§§ 12:249–250, :266). |
Not doing business AND owes no debts: affidavit executed by shareholders, or incorporator if no shares issued; later personal claim/debt liability; statutory exigency-meeting alternative (§ 12:250.1). |
Ordinary authorization rests with members or, if none, ALL incorporators; they appoint liquidators for out-of-court liquidation or petition for court-supervised liquidation (§ 12:250). |
Ordinary two-thirds in interest of voting members present; articles may require larger vote or other classes/series. Default quorum majority voting members in person/proxy; unanimous written consent with secretary certificate; special exigency/adjourned-meeting exception (§§ 12:250, :231, :233). |
Default member notice 10–60 days, subject to articles/bylaws; dissolution purpose; asset disposition in resolution when member distributions prohibited. Out-of-court publication once in registered-office parish; file publication copy/publisher affidavit and authorization certificate, then parish recording (§§ 12:230, :250). |
Initial officer-signed, acknowledged certificate states compliant authorization and manner; publication copy with publisher affidavit. Final liquidator-signed, acknowledged certificate states complete liquidation/dissolution and applicable net-asset disposition; both stages include parish recording (§§ 12:250, :256). |
$95 dissolution proceeding and $95 reversal proceeding under Act 921, effective October 1, 2026. Ordinary liquidation begins when appointment becomes operative; final existence ends on certificate effective filing date after clearance; affidavit route uses filing (§§ 12:249–250.1, :256; 49:222; Act 921). |
Ordinary voluntary proceeding: before existence ceases, same member vote at specially noticed meeting; acknowledged officer certificate to SOS/parish and court if applicable; effective on SOS filing, publication once. Affidavit-route reinstatement requires court order (§§ 12:257, :250.1). |
Liquidator conducts winding up; after final certificate, existence ceases except specified suits, but liquidator preserves interests. Religious/charitable/trust net assets go to similar-purpose recipient unless original articles expressly provide otherwise (§§ 12:249, :253, :256). |
| Maine verified 2026-09-30 | Domestic nonprofit under Title13-B; Secretary of State receives intent and final articles (§§ 1101, 1104, 106). |
No activities carried on: majority incorporators sign articles stating formation date, inactivity, no unpaid debts including reports/fees, and majority consent; board action unnecessary (§ 1101-A). |
Board recommendation for voting members; majority present at default majority quorum, minimum one-fifth with document variation; memberless/nonvoting route majority directors in office; unanimous consent default (§§ 1101, 705–707). |
Majority of represented vote entitlement, with greater article requirement; default10% quorum, bylaws may vary. Article class rights; unanimous all-entitled written consent bypasses directors (§§ 1101, 604–606). |
Dissolution-purpose written notice to voting members, default10–50days unless documents vary; board notice per bylaws. Bylaws provide asset disposal; final public-benefit recipient restriction (§§ 1101, 603, 705, 1104-A, 1104). |
Intent: name, officer/director names/addresses, resolution, entitled-member and for/against counts or unanimous consent copy. Final articles certify debts, distribution and lawsuits; authorized §104 signer and §106 member-minutes certificate (§§ 1101, 1104, 104, 106). |
Ordinary intent $10 plus final articles $10; intent leaves winding-up existence, final filing ends existence with remedy exceptions (§§ 1401(17)–(18), 1101, 1104). |
Before final articles: board/member resolution or unanimous-member-consent route; file $5 revocation statement, effective on filing. After dissolution: discretionary specified-purpose/time revival, $25 (§§ 1102–1103, 1117, 1401). |
Wind-up only after authorization/intent; final filing ends ordinary existence with preserved remedies/liquidating trustees. Public-benefit remainder goes to substantially similar public-benefit recipient or approved conversion (§§ 1101, 1104, 1111). |
| Maryland verified 2026-10-02 | Ordinary domestic nonstock corporations; General Corporation Law as modified by Title 5, Subtitle 2; SDAT receives articles (§§ 5-201, 5-208, 3-407). |
Nonstock dissolution follows Title 3; if charter/bylaws omit members or none exist, directors also constitute members and may exercise member powers (§§ 5-201, 5-204, 5-208). |
Default majority of entire board declares dissolution advisable and submits to members; nonstock charter/bylaws may vary voting proportions/allocation (§§ 3-403, 5-202). |
Default two-thirds of all entitled votes, including entitled separate classes; default quorum majority of votes. Nonstock charter/bylaws may alter votes/quorum; unanimous-consent default (§§ 1-101, 3-403, 2-505–2-506, 5-202). |
Dissolution-purpose member notice, default 10–90 days subject to nonstock document rules; mail approved dissolution to known creditors and employees ≥20 days prefiling. Restricted/residual assets may require approved plan (§§ 2-504, 3-404, 5-202, 5-208). |
Articles give name/office, resident agent, directors/officers, approval manner and creditor-notice facts, and dissolution statement; Title 1 signature, attestation and verification rules (§§ 3-406, 1-301). |
No standard processing fee; effective at acceptance or specified later time ≤30 days after acceptance. 30-day rejected-document correction rule effective October 1, 2026 (§§ 1-203, 3-408; 2026 chs. 313/314). |
Before articles accepted: same approval procedure to abandon/rescind; mail notice to previously notified creditors within 30 days (§ 3-405). |
Existence continues for debts, assets and winding up under board direction. Pay/provide for liabilities; respect return conditions and restricted-asset plan requirements (§§ 3-408, 3-410, 5-208). |
| Massachusetts verified 2026-09-29 | Domestic Ch180 nonprofit; noncharitable: SJC or Superior Court petition; public charity: AG Public Charities Division or SJC depending on assets (§§11,11A). |
No-remaining-assets public charity may petition AG if inactive/to become inactive and dissolution in public interest. Noncharitable corporation uses ordinary petition authorization (§§11,11A(c)). |
Public charity default majority directors entitled to vote; specified articles/bylaw provisions may assign to members or require member approval. Noncharitable route uses statutory member authority unless articles vary (§§11,11A(b)). |
Noncharitable default majority legally qualified members, unless articles otherwise. Public charity member-assigned route majority entitled members; governing documents may require approval. Bylaws govern meeting/quorum/proxy mechanics (§§11,11A(b),6A). |
Noncharitable court-ordered notice and hearing; public charity AG approval if assetless, otherwise SJC petition seeking similar charitable-purpose administration, subject to court-authorized AG exceptions (§§11,11A). |
Petition sets dissolution grounds; charity AG prescribed forms/affidavits and officer certificate, or court petition for asset administration. AGO sample accepts officer/director/attorney attestation; represented court pleading attorney signs (Rule11(a); §§11,11A). |
AGO assetless route no fee; SJC$300+$15=$315; Superior$240+$20+$15=$275. Dissolution by AG approval or court decree, with statutory survival; court clerk returns decree to Secretary (§§11,11A; Ch262§§4,4A,4C; official AG fee guidance). |
Interested-party revival application to Secretary; discretionary general/limited-purpose certificate, public-interest conditions and fees; general revival restores powers and validates eligible intervening acts (Ch180§10C; Ch156B§108). |
Three-year litigation/wind-up continuation after termination; pending suits extend90days after final judgment. Debts before distribution; charitable assets administered for similar public purposes (Ch180§§10C,11A(d); Ch156B§102). |
| Michigan verified 2026-09-29 | Domestic nonprofit on stock, membership or directorship basis; LARA administrator; MCL §§450.2803–2805,450.2831,450.2106(3). |
Majority incorporators/directors execute certificate: affairs not begun, no shares/voting members, no debts/liabilities; received payments returned less expenses (§450.2803). |
Stock/member basis: board proposes/recommends, with explained conflict/reserved-power/changed-recommendation exceptions; default majority present with quorum. Directorship: majority directors in office,10-day notice; unanimous board consent permitted unless barred (§§450.2804,450.2523,450.2525,450.2529). |
Default majority all entitled votes; with >20 eligible members/shareholders, majority entitled votes present/proxy unless higher articles/member-bylaw vote. Default majority quorum; added class vote if prescribed. Unanimous consent or articles-enabled lesser consent; authorized ballot routes (§§450.2804,450.2415,450.2442,450.2407–2409). |
Notice10–60days to all record members/shareholders, including nonvoters, stating dissolution. Distribution rules; nonreligious charitable entities notify AG before filing and attach court order, AG consent or120-day nonresponse affidavit (§§450.2804,450.2404,450.2855,450.251–252a). |
Certificate: name, meeting date/place, requisite approval; consent/ballot substitutes, separate agreement certificate. Authorized officer/agent; early route majority incorporators/directors; fallback incorporator/fiduciary signers (§§450.2803–2805,450.2132,450.2407–2409). |
$10 certificate; dissolution on filing, with general document delayed effectiveness≤90days after delivery (§§450.3060(1)(g),450.2831,450.2131(6)). |
Before complete asset distribution and without pending statutory liquidation proceeding: unanimous signed certificate or applicable vote/notice route; $10 revocation filing restores affairs and intervening rights (§§450.2811,450.2817,450.3060(1)(o)). |
Existence continues for winding up; title stays until transfer and suits continue. Return conditions and specified charitable/religious/similar asset purposes control recipients (§§450.2833–2834,450.2855). |
| Minnesota verified 2026-09-30 | Chapter 317A corporation; Secretary of State; incorporator or board/member voluntary routes, subject to applicable AG notice (§§ 317A.701, .711, .721–.733, .811). |
First board not named, designated, appointed or elected: majority incorporators sign dissolution articles; debts paid and AG compliance or inapplicability stated (§ 317A.711). |
Resolution and asset-distribution plan approved by majority of ALL directors; submit to voting members if any (§ 317A.721). |
Default majority of voting members present/entitled, also majority of required quorum; greater/class votes may apply. Default quorum 10% of entitled members; unanimous written/electronic action (§§ 317A.443, .451, .445, .721). |
Plan identifies post-creditor asset recipients or later board selection. Voting-member purpose notice ordinarily 5–60 days, shorter minimum if documents allow. Applicable charitable AG notice; 45-day transfer wait, waivable and extendable once 30 days; subd. 6 exceptions (§§ 317A.721, .435, .811). |
Intent notice states name, meeting date/place and requisite approvals; final articles certify applicable creditor, asset, proceeding and AG compliance. Authorized signer; early articles signed by majority incorporators (§§ 317A.723, .733, .011(19), .711). |
Each required intent/early/final filing: $35 mail or $55 expedited in-person/online. Early dissolution on filing; ordinary dissolution on final articles’ filing or stated date/time within 30 days (§§ 317A.711, .733; SOS forms). |
Before final articles filed: majority-all-director resolution and voting-member approval; file revocation notice and give AG copy if previously notified; business may resume after filing (§ 317A.731). |
Intent filing limits activities to winding up; existence continues until revocation or final articles. Restricted assets retain donor purposes; governing distributions remain binding (§§ 317A.723, .725, .735). |
| Mississippi verified 2026-09-30 | Mississippi Nonprofit Corporation Act; Secretary of State receives articles (§§ 79-11-105, -333–341). |
No members: majority incorporators or directors, subject to required articles/bylaws approval; meeting purpose notice and asset-recipient plan (§ 79-11-333). |
Board approves; ordinary majority-present act with default majority-in-office quorum. Memberless dissolution requires majority directors in office (§§ 79-11-263, -335). |
Lower of two-thirds votes cast or majority voting power; greater vote/classes may apply. Default 10% quorum; consent ordinarily requires 80% voting power (§§ 79-11-335, -217, -203). |
Meeting/solicitation includes purpose and plan/summary. Member fair/reasonable notice safe harbor 10–60 days, or 30 minimum for specified mail; board special-meeting default 2 days (§§ 79-11-205, -259, -333, -335). |
Articles give name/date, approval and member/class details, paid/provided debts and completed asset distribution. Board presiding officer/president/other officer, or incorporator before directors selected signs (§§ 79-11-337, -105). |
$25 dissolution; prescribed-form nonuse may raise fee to twice base. Effective articles dissolve, normally filing time; delay up to 90 days (§§ 79-11-109, -111, -337). |
Within 120 days: same authorization unless board-only reserved; revocation articles plus dissolution copy; relation back. $25 base fee. Delayed documents may be canceled before effectiveness (§§ 79-11-339, -109, -111(3)). |
Existence continues for winding up. Debts first, conditional returns, then charitable/restricted-purpose asset protections; ordinary other assets follow articles/bylaws (§§ 79-11-336, -341). |
| Missouri verified 2026-09-30 | Domestic public-benefit and mutual-benefit corporations; Secretary of State receives dissolution and termination filings (§§ 355.066, .681, .703). |
Memberless corporation: majority of incorporators or directors, subject to articles/bylaw approvals; purpose notice and distribution plan (§ 355.666). |
Board approval under ordinary quorum/vote rules; memberless route requires majority of directors in office. Board/members may condition approval (§§ 355.671, .401). |
Default two-thirds of votes cast OR majority of voting power, whichever is less; greater/class vote may apply. Default quorum 10%; written consent uses 80% of voting power (§ 355.246) (§§ 355.671, .281). |
Purpose notice and plan copy/summary; ordinary member notice 10–60 days, or 30–60 for specified mail. Required outside written approval; public-benefit AG notice and 20-day/earlier-written-response asset rule (§§ 355.671, .251, .676). |
Dissolution articles give name, authorization date, approval/class votes and outside/AG compliance; presiding officer, president/other officer or statutory alternative signs. Later termination articles certify claims and liabilities addressed (§§ 355.681, .011, .703). |
$5 dissolution plus $5 termination; each effective under document rules, including permitted delay up to 90 days. Existence ends at termination effective date (§§ 355.021, .026, .681, .703). |
Before termination effective date; same authorization unless board-only revocation permitted. Revocation articles plus dissolution copy; $5; relation back (§§ 355.686, .021). |
Existence continues for winding up; title, proceedings and agent remain. Conditional assets follow conditions; public-benefit residual assets follow statutory limits. Reports/taxes continue until termination (§§ 355.691, .688). |
| Montana verified 2026-09-30 | Domestic nonprofit; Montana Nonprofit Corporation Act; Secretary of State (§§ 35-2-720–725). |
Memberless corporation: majority incorporators/directors, required document approvals, seven-day meeting notice and creditor-paid recipient plan (§§ 35-2-720, 35-2-429). |
Board approval; default majority present at majority-in-office quorum, document variation; quorum floor greater of one-third or two. Memberless majority directors in office; unanimous consent default (§§ 35-2-721, 35-2-431, 35-2-428). |
Lower of two-thirds votes cast or majority voting power, greater/class vote possible; default10% quorum. Consent80% voting power plus nonsigner notice and10-day delay; written ballot subject to quorum/approval (§§ 35-2-721, 35-2-537, 35-2-529, 35-2-533). |
Purpose and plan/summary; member notice at least10days, certified mail30–60days; memberless board seven days unless waived. Required outsider writing; public-benefit/religious AG notice by filing and20-day transfer wait, early written clearance (§§ 35-2-721–722, 35-2-530, 35-2-429). |
Articles: name, authorization date, sufficient approvals, member/class numbers/results, required outsider approval and AG-notice certification; board presiding officer/president/other officer, pre-director incorporator or court fiduciary signs (§§ 35-2-723, 35-2-119). |
No base dissolution fee; effective with articles, normally filing/specified same-day time; delayed date up to90days (§§ 35-2-1003, 35-2-121, 35-2-723; SOS fees). |
Within120days; same authorization unless board-only revocation allowed; revocation articles with dissolution copy; $15 fee; relation back upon effect (§§ 35-2-724, 35-2-1003; SOS fees). |
Continued existence for winding up; conditional assets follow conditions; public-benefit/religious default preserves qualified recipient limits, subject to documents and other law; public-benefit recipient list to AG (§§ 35-2-725, 35-2-722). |
| Nebraska verified 2026-09-30 | Nebraska Nonprofit Corporation Act; Secretary of State receives articles (§§ 21-1903, 21-19,132). |
Corporation with no members: majority incorporators or directors, subject to required articles/bylaws approval; purpose notice and distribution plan (§ 21-19,129). |
Board approves; ordinary majority-present vote with default majority-in-office quorum. Without members, majority directors in office (§§ 21-1984, 21-19,130). |
Lower of two-thirds votes cast or majority voting power; greater vote/classes may apply. Default 10% quorum; written consent ordinarily requires 80% voting power (§§ 21-19,130, 21-1961, 21-1954). |
Member notice 10–60 days (30 minimum for specified mail); memberless board notice 7 days or waiver. Plan/summary; required outside written approval. Public benefit/religious AG notice and 20-day transfer wait or earlier written response (§§ 21-1955, 21-1982, 21-19,130–131). |
Articles: name, authorization date, board/member/class vote and outside approval statements, applicable AG-notice affirmation. Board presiding officer, president, other officer, or incorporator before directors selected signs (§§ 21-19,132, 21-1903). |
$30 written/$25 electronic; dissolution on effective articles, normally filing time; delayed date up to 90 days (§§ 21-1905(a)(11), 21-1906, 21-19,132(b)). |
Within 120 days: same authorization unless board-only reserved; file revocation articles plus dissolution copy. Effective revocation relates back; same $30/$25 fee (§§ 21-19,133, 21-1905(a)(11)). |
Existence continues for winding up; conditional returns and contractual/legal asset restrictions apply. Public benefit/religious default recipients restricted; mutual benefit default members/beneficiaries (§ 21-19,134). |
| Nevada verified 2026-09-30 | Domestic Chapter 82 nonprofit; Secretary of State; voluntary routes §§ 82.446, 82.451. |
Corporation without voting members uses board-resolution dissolution; § 82.451(2) is keyed to voting membership rather than an inactivity certification. |
Board resolution for § 82.451 route; default majority present at majority-board quorum, document variations; majority written board consent ordinarily available (§ 82.271). Member-request route uses § 82.446. |
Board route: members representing majority of all voting power; default 10% quorum, document variations; majority-power consent or ballot alternative. Separate request route: majority members (§§ 82.451, 82.291, 82.276, 82.326, 82.446). |
Voting-member notice 10–60 days, purpose/time/place; required superior-organization/person approval. Restricted charitable assets require distribution plan; member request gives reasons and names three member trustees (§§ 82.336, 82.446, 82.451, 82.461). |
Board route: officer-signed compliance certificate and names/residence-or-business addresses of president, secretary, treasurer/equivalents and all directors. Member route files written request with directors and SOS; prescribed form required (§§ 82.451, 82.446, 82.525). |
$50 per dissolution record; board-route certificate effective filing or specified delay up to 90 days, date-only delay at 12:01 a.m. Pacific. Member-request filing ends directors’ powers (§§ 82.531, 82.451, 82.446). |
Separate charter-revival framework: comply with annual-list/agent provisions; certificate, officer/director list, authorization declaration; unanimous last-surviving-director approval and specified officer signatures (§ 82.546). |
Board-route directors become liquidation trustees; continued corporate powers limited to winding up; conditional-return assets follow conditions and restricted charitable assets go to substantially similar organizations under plan (§§ 82.451, 82.456, 82.461; 78.585). |
| New Hampshire verified 2026-09-30 | Domestic voluntary nonprofit corporation under Chapter 292; statement filed with Secretary of State (§ 292:10-a). |
Use ordinary dissolution-by-vote rule; memberless actions otherwise requiring member approval go to the board (§§ 292:10-a, 292:6-b). |
Memberless corporation: board approval substitutes for member approval; treasurer and majority directors/trustees sign dissolution statement; bylaws regulate affairs consistently with law/articles (§§ 292:6-b, 292:6, 292:10-a). |
Two-thirds of membership or voting stock or both; church: unanimous eligible voting membership. Voting rights/classes derive from articles/bylaws; one vote maximum per individual member/director (§§ 292:10-a, 292:6-b). |
Statement includes asset-distribution and obligation-satisfaction plan; qualifying HOA needs land-use-board hearing. Voluntary petition alternative: interested-party notice and hearing, with AG notice for charities (§§ 292:10-a, 292:8-m, 292:9). |
Dissolution statement certifies required vote and plan; treasurer plus majority directors/trustees sign under penalties of perjury. Petition route files attested decree forthwith (§§ 292:10-a, 292:10). |
No fee for Form NP-5; automatic dissolution on statement filing. Court route terminates existence upon decree-copy filing under decree terms (§§ 292:10-a, 292:10; SOS fee table). |
Vote route automatically dissolves on filing; § 292:30 revival is expressly for charters annulled under the renewal subdivision (§§ 292:10-a, 292:30). |
Filing implements dissolution and planned asset/obligation settlement; articles specify distribution priorities. Member/shareholder recovery capped at capital contribution/purchase price; voluntary decree can impose conditions (§§ 292:10-a, 292:2, 292:9–10). |
| New Jersey verified 2026-09-29 | Domestic nonprofit; Treasury filing office; statutory Secretary of State filing provisions; N.J.S.A. §§15A:12-2,15A:12-10,15A:15-1. |
Before activities: no liabilities; no assets or assets distributed under plan less expenses. Majority incorporators if board never organized, otherwise majority trustees execute certificate; fee waived (§15A:12-2). |
Board/member route: board recommends, adopts plan and submits; default majority present with quorum. No voting members: two-thirds of trustees, or permitted unanimous written board consent (§§15A:12-4,15A:12-5,15A:6-7). |
Two-thirds votes cast, including each entitled class; authorized variation down to majority cast. Default majority quorum. All eligible members may consent directly; certificate may authorize specified-person/event route (§§15A:12-3,15A:12-4,15A:12-6,15A:5-9,15A:5-12). |
Mandatory plan, including no-disposable-assets statement where applicable; member notice10–60days. Certificate confirms court/government asset-plan approval if required; filing office forwards copy to AG (§§15A:12-8,15A:12-10,15A:5-4). |
Original/copy certificate: name, agent/office, officers/trustees and noncorporate mailing addresses, plan, election/authorization, liabilities, route-specific consents/votes and required approval. Chair/president/VP ordinarily signs; special route signers (§§15A:12-10,15A:1-7,15A:12-2,15A:12-3,15A:12-6). |
$75 ordinary certificate; early route no filing fee. Effective on filing or specified later time≤30days (§§15A:15-1(c),15A:12-2(c),15A:12-14). |
Within60days after effective dissolution, before asset disposition and without pending statutory wind-up application: unanimous signatures or eligible vote route; $75 certificate; effective on filing, original name may be lost (§§15A:12-16,15A:12-17,15A:15-1(c)). |
Existence continues solely for wind-up; title retained, suits/remedies preserved. Plan honors return conditions and specified charitable/similar-use recipient limits (§§15A:12-15,15A:12-8). |
| New Mexico verified 2026-09-30 | Nonprofit Corporation Act; Secretary of State receives articles and issues dissolution certificate (§§ 53-8-47, -51, -52). |
Use § 53-8-47 authorization: if no members or none entitled to vote, majority directors in office approves; proceed through liquidation and articles (§§ 53-8-47, -51). |
With voting members, board recommends dissolution; default majority board quorum and majority present approval. Without voting members, majority directors in office (§§ 53-8-20, -47(A)). |
At least two-thirds of represented meeting voting entitlement; default 10% member quorum, subject to bylaws. Unanimous member written consent available; class voting rights follow articles/bylaws (§§ 53-8-47, -16, -97, -15). |
Default member notice 10–50 days; state dissolution purpose; immediately mail known creditors after authorization. Plan required for specified asset transfers, with separate approval (§§ 53-8-14, -47(B), -48, -49). |
After debts paid/provided and assets distributed: two authorized officers execute; approval/quorum/date, debt/assets, plan or none, suits/provision, and registered-agent resignation/status; original plus copy (§§ 53-8-51, -52). |
$10 articles fee; state issues certificate after lawful articles and paid fees; issuance ends existence subject to preserved proceedings/action (§§ 53-8-85(G), -52). |
Before certificate issuance: board recommendation and two-thirds represented member entitlement, or majority directors in office if no voting members; approved resolution allows affairs to resume (§ 53-8-50). |
Wind up immediately after authorization; conditional/restricted asset limits; bar distributions to members/directors/officers and former holders. Existing remedies preserved if commenced within 2 years (§§ 53-8-47(B), -48, -63). |
| New York verified 2026-09-29 | Domestic not-for-profit corporation; Article 10 plan, approvals and dissolution certificate filed with Department of State (§§ 1001–1004). Charitable/non-charitable category matters. |
Ordinary plan route; no-asset/no-liability plan statement. No voting members: board adoption authorizes plan; no-member-of-record consent rule has subscriber/incorporator alternatives (§§ 1001, 1002(b), 614(c)). |
Board adopts plan; ordinary majority present with quorum, subject to governing rules. Charitable noncemetery alternatives include two-thirds present with quorum or unanimous remaining directors below quorum (§§ 1001–1002, 707–708). |
Ordinarily two-thirds votes cast, affirmative votes at least quorum; abstentions excluded. Charitable statutory/court alternatives; governing-document higher requirements, entitled-class quorum and consent rules (§§ 1002, 608, 613–615). |
Plan required; § 1002(a) specifies certified-mail 30–60-day meeting notice, with court/foreign-address exceptions. Formation approver, AG/court plan approval, final AG approval and tax consents as applicable (§§ 1001–1004). |
After approved plan is carried out: certificate states names/history, filing date, officers/directors, category, restricted assets, election, authorization and required approval facts. Authorized officer/director/agent/person signs with capacity; attachments (§§ 1003, 104). |
$30 base fee (DOS). Dissolution on certificate filing; plan ordinarily implemented within 270 days after required authorization/approvals, with AG extension (§§ 1002-a, 1004). |
Before certificate filing: board recommendation plus two-thirds member vote, or majority directors in office without voting members; required governmental approver must also approve revocation (§ 1010). |
After dissolution: no new activities; continued winding up, property title and litigation. Charitable/restricted assets retain required purposes under approved plan (§§ 1002-a(c), 1006). |
| North Carolina verified 2026-09-29 | Domestic nonprofit; Secretary of State; §§55A-14-01–06. Annual-report requirement starts January1,2027 (§55A-16-22.1; SL2026-52 §2(f)). |
No voting members admitted, no activities, no assets, debts paid: board action or majority incorporators if no directors; articles cancel corporation as though never created (§55A-14-01). |
Board approves plan; default majority present with board quorum. No voting members: majority directors in office, with ≥5days written dissolution/plan notice (§§55A-14-02,55A-8-24). |
Lower of two-thirds votes cast or majority all entitled votes; greater/class vote may apply. Default quorum10%; unanimous member consent or ballot/electronic voting under statutory safeguards (§§55A-14-02,55A-7-04,55A-7-08,55A-7-22). |
Plan/summary with meeting or consent/ballot solicitation; member notice10–60days, slower mail30–60. Required articles-based third-person approval in writing; plan provides liabilities and protected recipients (§§55A-14-02,55A-14-03,55A-7-05). |
Articles include name, officer/director names/addresses, plan, authorization date, board/member and required third-person approval statements; board presiding officer, president or other officer, with fallback signers (§§55A-14-04,55A-1-20). |
$15 articles; dissolution on articles’ effective date, ordinarily filing; delayed date≤90days. Early-route cancellation occurs on filing (§§55A-1-22,55A-14-04,55D-13,55A-14-01). |
Ordinary dissolution revocable within120days; same approval unless original allows board alone; file revocation articles plus original articles; $10; relates back subject to prejudicial reliance (§§55A-14-05,55A-1-22). |
Ordinarily existence continues only to wind up/liquidate; property title and suits preserved. Return conditions honored; charitable/religious assets to designated eligible recipients (§§55A-14-06,55A-14-03). |
| North Dakota verified 2026-09-30 | Domestic nonprofit; Chapter10-33; Secretary of State (§§ 10-33-96–103). |
Majority incorporators when first board not named, designated/appointed or elected; no unpaid debts and applicable AG compliance (§ 10-33-97). |
Majority of all directors approves plan resolution; default majority quorum, larger document vote applies. Unanimous consent; articles may allow meeting-equivalent consent for actions not requiring member approval (§§ 10-33-98, -41–43). |
Default greater of majority present entitled members or majority minimum-quorum voting power; default10% quorum, documents may vary. Greater vote/class requirements apply; unanimous or articles-authorized consent with all-member-vote equivalent and majority floor (§§ 10-33-72–73, -76). |
Board notice default10days; member purpose notice default5–50days, shorter document minimum permitted; distribution plan. Charitable/501(c)(3) AG notice and45day asset wait, waiver/30day extension and statutory exception (§§ 10-33-39, -68, -98, -122). |
Intent notice records name, approval meetings and requisite approval; final articles certify route-specific debts, distributions and proceedings. Authorized signer under chapter/documents/resolution; shortcut majority incorporators (§§ 10-33-01(34), -97, -99, -101–103). |
$10 intent; $20 final articles. Ordinary dissolution at certificate issuance or stated later date within30days of filing; incorporator dissolution upon articles filing (§§ 10-33-140(1)(f)–(g), -97, -103). |
Before final articles filing: majority all directors and voting members approval, purpose notice, then revocation notice filing; copy AG notice when applicable (§ 10-33-104). |
Intent filing restricts activities to winding up until revocation/final articles; former officers/directors/voting members may litigate after dissolution. Donor-purpose assets remain restricted (§§ 10-33-99, -105, -116). |
| Oklahoma verified 2026-10-06 | Nonprofit nonstock corporation under the General Corporation Act; Secretary of State (§§ 1004.1, 1097). |
Before business begins, majority of governing body, or majority of incorporators if none, may surrender rights by special certificate (§§ 1097(B), 1095). |
Ordinary member-vote route: majority of whole governing body resolves to dissolve; no voting members: majority then in office authorizes (§§ 1096(A), 1097(A)). |
Voting members: majority of all entitled to vote; unanimous written member consent bypasses body action. General member consent needs same all-present vote threshold (§§ 1096(B)–(C), 1097(A), 1073(B)). |
Mail resolution/meeting notice to voting members; written meeting notice generally 10–60 days before. Less-than-unanimous consent needs prompt notice to nonconsenters; winding-up plan if § 1100.1 claim process unused (§§ 1096(A), 1067(B), 1073(E), 1100.2(B)). |
Certificate states name, authorization date/method, directors’ and officers’ names/addresses, original filing date; authorized officer usually signs and acknowledges (§§ 1096(D), 1007(A)–(B), 1097(A)). |
$25 nonprofit dissolution certificate; effective on filing unless delayed by up to 90 days (§§ 1142(A)(10), 1007(D)). |
Abandon before filing if resolution reserves body power; after dissolution, analogous approval and revocation certificate within three years or extended court period (§§ 1096(E), 1119(F), 1099). |
Corporate existence continues three years, or longer by court direction, for winding up and suits; nonprofit member distributions yield to applicable law and governing documents (§§ 1099, 1100.2(F)). |
| Oregon verified 2026-09-30 | Domestic nonprofit under Chapter 65; Secretary of State; mutual-benefit, public-benefit and religious classifications affect member vote and assets (§§ 65.624, .627, .631). |
No members AND no initial directors: majority incorporators, subject to document approvals; purpose notice and distribution plan (§ 65.621). |
Board approval; default majority present at quorum, quorum ordinarily majority in office; unanimous director consent unless meeting required. If too few directors remain, majority in office may approve dissolution (§§ 65.624, .351, .341). |
Mutual-benefit: lower of two-thirds votes cast or majority voting power; public/religious: majority cast. Documents/conditions may require greater/class votes; represented votes default quorum. Unanimous consent, ballot or statutory electronic action alternatives (§§ 65.624, .241, .211–.212, .222). |
Plan names asset recipients after creditors paid; member meeting notice to ALL members, at least seven days, with purpose and plan copy/summary; no-voting-member board/incorporator notice normally two days, variable. Required third-person writing; public/religious AG notice and transfer wait (§§ 65.621, .624, .214, .344, .627). |
Articles: name, authorization date, board approval; no-member/incorporator or member/class counts and votes; required outside approval and public/religious AG notice statement. Chair/president/officer, incorporator or statutory fiduciary/agent signs, stating name/capacity and perjury declaration (§§ 65.631, .004). |
$50 each dissolution/revocation filing, subject to fee-waiver power; dissolved on articles’ effective date, normally filing day at specified time or 12:01 a.m.; delay up to 90 days (§§ 65.007, .011, .631, .634; 56.140(4), (7)). |
Within 120 days of effective dissolution; same authorization unless board-only reversal permitted; file revocation articles with dates and approval statements/data; effective filing unless delayed, then relates back (§ 65.634). |
Existence continues for winding up, including merger; conditional-return assets and legal/contract restrictions survive, with statutory residual distribution routes (§ 65.637). |
| Pennsylvania verified 2026-09-29 | Domestic nonprofit corporation; Department of State; voluntary dissolution under 15 Pa.C.S. §§5971–5978. |
Before business or trust property: majority of members or incorporators sign articles; return paid subscriptions less necessary expenses; discharge/provide for liabilities (§5971). |
Board/other-body resolution, 10%-vote member petition, or bylaw method; default board majority present and voting with majority-in-office quorum; all-member written agreement can substitute (§§5972,5727,5905). |
Majority of votes cast overall and in each voting class; member-adopted bylaws may require more; default majority-vote quorum; board/other body alone if no eligible voting members; consent alternatives (§§5974,5756–5757,5766). |
At least 10 days’ member notice stating dissolution purpose; resolution elects pre- or postdissolution liability route; ordinary tax clearances; court disposition order for charitable property (§§5704,5972–5973,139,5976). |
Articles identify corporation, office, incorporation law/date, directors/officers, authorization and liability/asset route; route-dependent litigation and mailed-notice statements; authorized officer signs (§§5977,5109). |
$70 base filing fee; existence ceases on filing articles after completed prefiling wind-up or election of postdissolution route (§§152–153,5977; DOS form). |
Before articles are filed: terminate proposal as resolution permits or rescind by same approval procedure; board may switch wind-up route if resolution permits (§5974(c)–(e)). |
Continues for winding up, litigation, collecting/discharging obligations and disposing of property; business only as necessary for wind-up; court order before diversion of charitable property (§§5978,5547). |
| Rhode Island verified 2026-09-30 | Domestic nonprofit under Chapter7-6; Secretary of State receives articles and issues dissolution certificate (§§ 7-6-50, 7-6-54–55). |
Ordinary approval route: voting members after board recommendation; memberless/nonvoting corporation majority directors in office (§ 7-6-50). |
Board recommends to voting members; default majority present at majority quorum, floor one-quarter, greater rules allowed. Memberless/nonvoting vote majority in office; unanimous written consent available (§§ 7-6-50, 7-6-25, 7-6-102, 7-6-104). |
Majority of vote entitlement present/proxied; default10% quorum. Article/bylaw class rights and greater/class approval control; all-entitled written consent available (§§ 7-6-50, 7-6-20–21, 7-6-102, 7-6-104). |
Dissolution-purpose member notice, default10–60days unless documents vary; directors notice per bylaws. Distribution plan approved separately when required, with plan/summary notice; restricted recipients governed by statute (§§ 7-6-19, 7-6-27, 7-6-50–52). |
Duplicate articles signed by president/VP and secretary/assistant secretary: name, approval, debts paid/provided, plan or no-plan statement, completed distribution and lawsuits paid/provided (§ 7-6-54). |
$10; articles follow completed asset transfers and debt provision; existence ends upon Secretary of State issuance of dissolution certificate, with statutory exceptions (§§ 7-6-92(7), 7-6-54–55). |
Before certificate issuance: board recommendation plus represented-member vote, or majority directors in office if members cannot vote; adoption permits resumed affairs (§ 7-6-53). |
Five-year winding-up powers after dissolution, rather than ordinary activity; conditional assets follow conditions, charitable/religious restricted assets go to substantially similar organizations (§§ 7-6-69, 7-6-51). |
| South Carolina verified 2026-09-30 | Domestic nonprofit under South Carolina Nonprofit Corporation Act; Secretary of State; voluntary approval and filing (§§ 33-31-101, -1401–1406). |
No members AND no initial directors: majority incorporators by signed consent or meeting vote, subject to required approvals; distribution plan (§ 33-31-1401). |
Board approval under ordinary majority-present/quorum rules; without members entitled to vote on dissolution, majority of directors in office (§§ 33-31-1402, -824). |
Default two-thirds of votes cast OR majority of voting power, whichever is less; greater/class requirements may apply. Default quorum 10%; consent at least 80% of voting power, with nonsigner notice (§§ 33-31-1402, -722, -704). |
Plan recipients after creditors paid; purpose notice plus plan copy/summary, member notice 10–60 days or specified mail 30–60; required written third-person approval. ALL nonprofits give AG notice; public/religious assets wait 20 days or earlier written response (§§ 33-31-1402, -705, -1403). |
Articles state name, authorization, board/incorporator and member/class voting data, outside approvals and applicable AG statement; ordinary route authority affidavit and AG-document copies. Board presiding officer, president/other officer or statutory alternative signs (§§ 33-31-1404, -1402(f), -1403, -120). |
$10; dissolution at articles’ effective time, ordinarily filing or stated time; delay up to 90 days (§§ 33-31-122, -123, -1404). |
Within 120 days after effective dissolution; original authorization process unless board-only revocation permitted; $10 revocation articles plus dissolution copy; relation back (§§ 33-31-1405, -122). |
Existence continues only for winding up; honor conditional-return and legal/contractual restrictions; public/religious residual assets follow specified exempt/public-purpose routes (§ 33-31-1406). |
| South Dakota verified 2026-09-30 | Domestic nonprofit; Chapters47-22–28, dissolution Chapter47-26; Secretary of State (§§ 47-26-1, 47-26-10). |
Ordinary resolution route: board recommendation and voting members, or majority directors in office when members cannot vote (§§ 47-26-2–3). |
Board recommends; default majority present at majority quorum, document variation with one-third floor. Memberless/nonvoting majority directors in office; unanimous board consent (§§ 47-26-2–3, 47-23-20, 47-23-6). |
Two-thirds of represented vote entitlement, default10% quorum; governing-document class rights/greater requirements. Unanimous consent or meeting-equivalent ballot route (§§ 47-26-2, 47-23-6, 47-23-8–9, 47-23-12). |
Purpose member notice, default10–50days unless documents vary; board notice per bylaws. Separate required distribution-plan approval; AG notice with plan at least10days before dissolution meeting (§§ 47-26-6–8, 47-23-7, 47-23-21). |
Original articles certify name, approval/quorum or unanimous consent, paid/provided debts, plan or no-plan statement, completed transfers and pending-suit provision; board chair/president/other officer or court fiduciary (§ 47-26-9). |
$5 articles; after debts/assets settled; certificate issuance ends existence subject to statutory exceptions. Filings may delay effect up to90days (§§ 47-28-6(4), 47-26-9–11, 47-28-19). |
Before certificate issuance: recommendation/member two-thirds represented entitlement, or majority directors in office; adoption permits resumed affairs (§§ 47-26-12–15). |
Authorization restricts activities to winding up; final certificate ends ordinary existence with remedy exceptions. Conditional assets returned; restricted-purpose assets go to substantially similar organizations (§§ 47-26-4–5, 47-26-11, 47-26-39). |
| Tennessee verified 2026-10-04 | Tennessee Nonprofit Corporation Act; dissolution/termination articles filed with secretary of state (§§ 48-64-101–106, -109) |
No members: majority of incorporators or directors may file combined dissolution-and-termination articles, with plan and tax clearance (§ 48-64-101) |
Board may propose dissolution; recommendation required unless conflict or special circumstances explained; no-member route uses majority of incorporators/directors (§§ 48-64-101(a), -102(b)–(d)) |
Default 10% quorum; two thirds of votes cast or majority of voting power, whichever less; greater/class vote may apply; written consent or ballot possible (§§ 48-57-104, -108, -203; 48-64-102) |
Meeting notice includes plan copy/summary; plan names asset recipients; charter-required outsider signs; public-benefit corporation gives AG notice before filing and observes 45-day transfer hold (§§ 48-64-101–103) |
Dissolution articles give name, authorization, resolution/consent and required approval/AG statements; later termination articles certify distribution and no revocation; authorized officer signs (§§ 48-64-104, -109, 48-51-301(f)–(g)) |
$20 ordinary, no-member and revocation filings; final termination has no fee since July 1, 2026; dissolution on filing or delayed date within 90 days; no-member combined filing ends existence when filed with tax clearance (§§ 48-51-303(a)(18)–(21), -304; 48-64-101(d), -104(b), -109(b)) |
Before termination filing, authorize revocation as dissolution was authorized unless board-only power reserved; file $20 revocation articles; relates back (§§ 48-64-105, 48-51-303(a)(20)) |
Existence continues for winding up until termination; conditional assets and charter/bylaw distributions remain subject to their terms and legal limits (§ 48-64-106(a)) |
| Texas verified 2026-09-29 | Domestic nonprofit corporation under Chapter 22, with Chapters 11 and 4 winding-up and filing rules; Secretary of State (§§ 22.001, 22.301, 11.101, 4.001). |
No voting members, no assets held or solicited, and no activities: majority organizers or majority directors in office may approve (§§ 22.164(d), 22.302(1)(B)). |
Voting members: board recommends and submits action; member-managed corporations vote directly. No voting members: majority directors in office. Ordinary board resolution uses quorum/majority-present rules (§§ 22.302, 22.164, 22.213–.214). |
Ordinarily two-thirds of represented voting entitlement; member-managed route two-thirds of present members’ votes; entitled classes each two-thirds. Greater charter threshold; default one-tenth quorum; statutory consents available (§§ 22.164, 22.162, 22.159, 6.201–.202). |
Dissolution-purpose written member notice; ordinary nonchurch meeting 10–60 days; member-managed notice subject to charter/bylaws. Known-claimant notice during winding up; required distribution plan separately approved (§§ 22.156, 22.303–.305, 11.052). |
After completed winding up: termination certificate states name, governing persons’ names/addresses, file number, event and compliance. Officer signs; eligible organizer/director shortcut signers. Nonprofits excepted from comptroller attachment (§§ 11.101, 20.001). |
$5 nonprofit termination fee. Existence ends on final filing by default; authorized delayed effectiveness within 90 days after signing (§§ 4.153(5), 11.102, 4.051–.053). |
Before termination: revoke using Chapter 22 approval and resume business (§§ 11.151, 22.301–.303). After termination: limited statutory reinstatement grounds, approval and certificate (§§ 11.201–.202, .206). |
Wind up promptly; terminate ordinary business, allow litigation. Limited survival for three years with claim-action extension. Return conditional property; remaining-property plan follows charitable-purpose rule unless charter provides otherwise (§§ 11.052, 11.356, 22.304–.307). |
| Utah verified 2026-10-01 | Domestic nonprofit corporation under Title 16 Chapter 6a, Part 14; Division of Corporations and Commercial Code. Current common filing, signature, effective-time and withdrawal rules are §§ 16-1a-202, -204, -205 and -208. |
No members: majority directors, or majority incorporators if no directors, may authorize; they adopt plan identifying recipients of assets after creditors are paid (§ 16-6a-1401). |
With members, board adopts proposal and ordinarily recommends it; conflict/special-circumstance exception only excuses recommendation with explanation. Default board quorum/vote and written action, subject to articles/bylaws, are §§ 16-6a-801, -813, -816, -1402. |
Every entitled voting group must approve under §§ 16-6a-714–715 (votes for exceed votes against at quorum by default), unless higher rule. Written consent uses minimum-all-member threshold and notice; ballot is an alternative (§§ 16-6a-707, -709, -716, -1402). |
Fair/reasonable voting-member notice consistent with bylaws; § 16-6a-704 safe harbors include 10 days and ordinary-mail 30–60 days. Dissolution notice includes proposal/summary; both routes adopt plan for assets after creditors (§§ 16-6a-1401–1402). |
Articles state name, principal-office or alternate service address, authorization date, and organizer/director or voting-group facts. Authorized individual or agent may sign; filing states name/capacity and signature affirms material facts under perjury (§§ 16-6a-1403, 16-1a-202, -208). |
Published FY2026 fee: no charge for voluntary dissolution; § 16-6a-1403 allows articles after authorization. General § 16-1a-204 makes them effective on filing or at a stated later time/date no more than 90 days later; date-only delay is 12:01 a.m. |
Authorize and file articles of revocation plus dissolution copy within 120 days; same approval unless original member authorization allowed board-only. Fee schedule lists $54. Current § 16-6a-1404 cites § 16-1a-205 (withdrawal) for effectiveness while forbidding delayed revocation under § 16-1a-204; practical effective-time route needs Division confirmation. |
Existence continues only to wind up; conditionally held assets follow return/transfer conditions, other transfers remain subject to contracts, law, articles/bylaws, and liabilities must be discharged or provided for (§ 16-6a-1405). |
| Vermont verified 2026-09-30 | Domestic nonprofit; Title11B, Chapter14; Secretary of State (§§ 14.01–14.03). |
Majority incorporators/directors if no members, subject to document approvals; purpose notice and recipient plan (§ 14.01). |
Ordinary board approval; default majority present at fixed/prescribed-board majority quorum, greater document requirements. Memberless majority directors in office; unanimous written consent subject to documents (§§ 14.02, 8.21, 8.24). |
Lower of two-thirds votes cast or majority voting power, greater/class requirements; default10% quorum, documents vary. Unanimous consent or articles-authorized majority-all-member consent with notices; meeting-equivalent ballot (§§ 14.02, 7.04, 7.08, 7.22). |
Recipient plan or summary with member notice/solicitation; fair/reasonable notice safe harbor10–60days,30day minimum for specified mail. Memberless seven-day written board notice/waiver; required article third-person approval (§§ 14.01–14.02, 7.05, 8.22). |
Articles report name/date, board/incorporator approval, member classes/votes or no-required-member statement, obtained outside approval. Board presiding officer/president/other officer, incorporator before directors, or court fiduciary; exact/conformed copy (§§ 14.03, 1.20). |
No articles fee; dissolution on effective articles, default filing time or specified same-day time; delay up to90days, close-of-business default (§§ 1.22(11), 1.23, 14.03). |
Within120days; same approval unless reserved board-only reversal; revocation articles plus dissolution copy, $10; effective reversal relates back (§§ 14.04, 1.22(12)). |
Continued existence for winding up/litigation; conditional assets follow conditions, purpose/document limits remain; public-benefit default charitable recipients (§ 14.05). |
| Virginia verified 2026-09-29 | Virginia Nonstock Corporation Act; domestic nonstock nonprofit; State Corporation Commission (SCC) (§§13.1-904,13.1-913). |
Never commenced business: majority initial directors; if none named/elected, majority incorporators. Direct termination articles attest debts paid, net assets distributed and approval (§13.1-913). |
Voting members: board submits and recommends unless explained conflict/special circumstances; default majority present with board quorum. No voting members: majority directors in office; consent routes subject to their conditions (§§13.1-902,13.1-903,13.1-865,13.1-868). |
Current default >two-thirds votes cast with quorum; articles may vary, floor majority cast per entitled group. Default member quorum10%; unanimous written member consent dispenses with board action; limited-consent route requires articles authorization (§§13.1-902,13.1-849,13.1-841). |
Voting-member dissolution notice25–60days stating purpose; statutory publication alternative. Asset plan required for specified transfers, approved through member/board route; required fees and SCC-administered taxes cleared (§§13.1-842,13.1-902,13.1-907,13.1-904). |
Dissolution articles: name, authorization date, route-specific consent/quorum/group votes or no-voting-member board facts. Later termination articles: name, all assets distributed, unrevoked. Authorized chair/vice-chair/president/officer; incorporator or fiduciary alternatives (§§13.1-904,13.1-912,13.1-804). |
$10 each for dissolution, revocation and termination articles. Dissolution at SCC certificate effective time; usual issuance, permitted delay capped15thday11:59p.m. Current final termination at certificate issuance (§§13.1-816(3),13.1-904,13.1-806,13.1-912). |
Before termination certificate effective: same approval, or board-only if original member authorization permits; file revocation articles; certificate restores business retroactively. Delayed certificate cancellation is separate (§§13.1-905,13.1-806). |
Continues solely to wind up; title, proceedings and agent authority preserved. Pay/provide debts, honor return conditions; restricted charitable/similar assets to substantially similar organizations under plan/court direction (§§13.1-906,13.1-907). |
| Washington verified 2026-09-29 | Domestic nonprofit, Ch24.03A RCW; Secretary of State; §§24.03A.904–.916 and23.95.200. |
Ordinary approval follows membership status: majority directors in office if no voting members; otherwise board/member authorization (§24.03A.904). |
No voting members: majority directors in office unless greater required. Voting members: board submits/recommends, explained conflict exception; default majority present with quorum, consent alternative (§§24.03A.904,24.03A.565,24.03A.570). |
Majority members entitled to vote at quorate meeting, including each entitled group; greater requirements allowed. Default quorum10%; unanimous consent or statutory ballot alternatives (§§24.03A.904,24.03A.440,24.03A.475,24.03A.480). |
All-member dissolution meeting notice10–60days; nonvoting-only membership≥10days before board action. Charitable-property plan, AG notice≥20days before adoption meeting, AG/court approval; silence20days deemed approval. Revenue clearance accompanies filing (§§24.03A.904,24.03A.410,24.03A.908,24.03A.910). |
Articles: name, incorporation/effective dates, membership/voting and approval facts, charitable status and plan approval, assets distributed or to be under documents/plan; revenue clearance. Officer signs, fiduciary alternative, signer name/capacity (§§24.03A.910,24.03A.060,23.95.200). |
Voluntary dissolution no base fee; revocation$20. Dissolved when articles effective; filing date or specified date/time≤30days later (§24.03A.910; WAC434-112-085(8)(k)–(l)). |
Within120days of effective dissolution; same authorization or reserved board-only. Revocation articles plus dissolution copy; charitable/restricted-property AG approval,20-day silence rule. Relates back (§24.03A.912). |
Authorization starts wind-up-only powers while existence continues; title, proceedings, agent and gift restrictions preserved. Debts first, charitable purposes/restrictions honored; charitable dissolution financial-benefit limits (§§24.03A.914,24.03A.906,24.03A.916). |
| West Virginia verified 2026-09-30 | Domestic nonprofit/nonstock; Chapter 31E Article 13; Secretary of State (§§ 31E-13-1301–1305). |
Majority incorporators/initial directors before activities; articles certify no voting member, unpaid debt or undistributed net assets, incorporation date and approval (§ 31E-13-1301). |
Board proposes/recommends; special-circumstance exception and conditions. No voting members: board resolution. Ordinary majority-present vote at applicable quorum; unanimous written consent unless documents vary (§§ 31E-13-1302, 31E-8-824, 31E-8-821). |
Dissolution quorum at least majority eligible votes; default favorable votes exceed opposing votes; greater votes possible; separate classes when required. Unanimous written consent or document-authorized mail/electronic voting (§§ 31E-13-1302, 31E-7-724–725, 31E-7-704). |
Voting-member meeting notice 10–60 days with dissolution purpose. Distribution plan: board recommendation and majority votes cast in each eligible class; no voting members: board/organizer resolution. Tax/employment clearances before certificate (§§ 31E-7-705, 31E-13-1302–1303, 31E-13-1308). |
Articles: name, authorization date and due member approval statement when applicable; board chair/president/other officer, pre-director incorporator or court fiduciary signs with capacity (§§ 31E-13-1303, 31E-1-120). |
$25; dissolution upon corporation’s receipt of state certificate, issued after required tax/employment notices (§§ 59-1-2, 31E-13-1303). |
Within 120 days; same approval unless original authorization permits board-only reversal; revocation articles plus dissolution copy, $15; effective with articles and relates back (§§ 31E-13-1304, 31E-1-123, 59-1-2). |
Continued existence for winding up; conditional assets returned/transferred as required; purpose-restricted assets to substantially similar organizations under distribution plan; clearance before final distribution (§§ 31E-13-1305, 31E-13-1309). |
| Wisconsin verified 2026-09-30 | Domestic nonstock corporation, including nonprofit; ch. 181; Department of Financial Institutions (§§ 181.0103, .1401, .1403). |
Before directors are elected: majority of incorporators, subject to greater or class-vote requirements (§ 181.1401(1)(a)). |
After director election: board unless articles/bylaws provide otherwise; ordinary majority-present vote with quorum. Without voting members: majority of directors in office (§§ 181.1401, .0824). |
Default two-thirds of votes cast OR majority of voting power, whichever is less; greater/class votes may apply. Quorum ordinarily 10%; consent default 80%, variable to at least 50% (§§ 181.1401, .0722, .0704). |
Plan identifies asset recipients after creditors paid; purpose notice and plan copy/summary. Member notice follows bylaws and statutory safe harbor; memberless board notice follows 7-day rule. Articles-required third-person approval in writing (§§ 181.1401, .0705, .0822). |
Articles give name, authorization date and sufficient board/incorporator/member-class approvals, required third-person approval and any shortened name-reservation period; authorized person signs with name/capacity (§§ 181.1403, .0208). |
$20; dissolution at articles’ effective time, ordinarily receipt date and specified time or close of business; delayed effective date up to 90 days (§§ 181.0507, .1403, .0209). |
Within 120 days after effective dissolution; original approval process unless board-only reversal authorized; revocation articles plus dissolution copy; relation back (§ 181.1404). |
Existence continues for winding up; conditional assets returned/transferred as required; remaining transfers subject to legal/contractual restrictions and governing documents (§ 181.1405). |
| Wyoming verified 2026-09-30 | Domestic nonprofit under the Wyoming Nonprofit Corporation Act; Secretary of State (§§ 17-19-101, 17-19-1401–1404). |
A no-member corporation may use majority incorporators or directors, subject to articles/bylaws approvals; a recipient plan and meeting notice apply (§ 17-19-1401). |
Ordinary board approval; default majority of directors present at a majority-of-office quorum, subject to governing variations. No-member route requires majority directors in office; unanimous written board consent is available unless limited (§§ 17-19-1402, -821, -824). |
If members exist, lower of two-thirds of votes cast or majority voting power, subject to greater vote/class rules; default 10% meeting quorum. Written consent needs 90% of voting members with advance notice; ballot route also available (§§ 17-19-1402, -704, -708, -722). |
Plan names post-creditor asset recipients; member meeting/consent/ballot materials include plan or summary. No-member board meeting: seven-day written notice/waiver. Public benefit/religious: plan notice to Secretary of State, with 20-day transfer wait unless earlier AG response (§§ 17-19-1401–1403, -705, -822). |
Articles state name, approval date and sufficient votes, member class counts/votes if applicable, outside approvals, and public-benefit/religious notice. Signed manually by chair/president/officer, or incorporator before directors, or court fiduciary; exact/conformed copy (§§ 17-19-120, -1404). |
$25 dissolution filing fee (SOS schedule under § 17-19-122); effective when filed or stated time, with a delayed date up to 90 days (§§ 17-19-123, -1404). |
Within 120 days; same approval unless original authorization reserved board-only revocation. File revocation articles with dissolution copy; effectiveness relates back (§ 17-19-1405). |
Corporate existence continues for winding up and litigation. Return conditional assets as conditions require; public benefit/religious default recipients are specified qualifying entities (§ 17-19-1406). |
Every jurisdiction we can source is here: 49 of 51, verified against the statute. Arkansas and Ohio are absent because those states publish no official statute text we are permitted to read and quote, and we will not fill the gap from a secondary source. If that changes, the rows go up.
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