Schedule N (Form 990 or 990-EZ) 2019
Page 4
General Instructions
Section references are to the Internal Revenue
Code unless otherwise noted.
Future developments. For the latest
information about developments related to
Schedule N (Form 990 or 990-EZ), such as
legislation enacted after the schedule and its
instructions were published, go to
www.irs.gov/Form990.
Note: Terms in bold are defined in the
Glossary of the Instructions for Form 990.
Purpose of Schedule
Schedule N (Form 990 or 990-EZ) is used by
an organization that files Form 990 or Form
990-EZ to report going out of existence or
disposing of more than 25% of its net assets
through sale, exchange, or other disposition.
An organization that completely liquidated,
terminated, or dissolved and ceased
operations during the tax year must complete
Part I. An organization that was still in the
process of winding up its affairs at the end of
the tax year, but hadn’t completely liquidated,
terminated, or dissolved and ceased
operations, shouldn’t complete Part I, but
may need to complete Part II. An organization
that has made a significant disposition of
net assets must complete Part II. For an
organization filing Form 990-EZ, see the
Instructions for Form 990-EZ, line 36, for Part
II reporting requirements. An organization that
has terminated its operations and has no
plans for future activities must complete only
Part I and not Part II of this schedule.
If there are more transactions to report in
Parts I and II than space available, those parts
can be duplicated to report the additional
transactions. Use Part III to report additional
narrative information (see Part III instructions,
later).
Who Must File
Any organization that answered “Yes” to Form
990, Part IV, Checklist of Required Schedules,
line 31 or 32, or Form 990-EZ, line 36, must
complete and attach Schedule N to Form 990
or Form 990-EZ, as applicable.
If an organization isn’t required to file Form
990 or Form 990-EZ but chooses to do so, it
must file a complete return and provide all of
the information requested, including the
required schedules.
Specific Instructions
Part I. Liquidation, Termination, or
Dissolution
If the organization answered “Yes” to Form
990, Part IV, line 31, it must complete Part I. If
the organization answered “Yes” to Form
990-EZ, line 36, because it fully liquidated,
dissolved, or terminated during the tax year, it
must complete Part I. An organization must
answer “Yes” to either of these lines if it has
ceased operations and has no plans to
continue any activities or operations in the
future. This includes an organization that has
dissolved, liquidated, terminated, or merged
into a successor organization.
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CAUTION
An organization must support any
claim to have liquidated,
terminated, dissolved, or merged
by attaching a certified copy of its
articles of dissolution or merger.
If a certified copy of its articles of dissolution
or merger isn’t available, the organization may
submit resolutions of its governing board
approving dissolution or merger, and/or plans
of liquidation or merger approved by its
governing board. An organization filing
Schedule N shouldn’t report its liquidation,
termination, or dissolution in a letter to IRS
Exempt Organizations, Determinations (“EO
Determinations”). EO Determinations no
longer issues letters confirming that the
organization’s tax-exempt status was
terminated upon its liquidation, termination, or
dissolution.
Line 1. List assets transferred in the
liquidation, termination, dissolution, or
merger.
If there are more transactions to report in
Part I than space available, Part I can be
duplicated to report the additional
transactions.
Column (a). Assets should be aggregated
into categories and should be sufficiently
described. Separately list related transaction
expenses of at least $10,000. A transaction
expense consists of a payment to a
professional or other third party for services
rendered to assist in the transaction or in the
winding down of the organization’s activities,
such as attorney or accountant fees.
Brokerage fees shouldn’t be included as
transaction expenses in column (a), but
should be included in the fair market value
(FMV) amount in column (c).
Column (b). Enter the date the assets were
distributed or the date when the transaction
expense was paid.
Column (c). Enter the FMV of the asset
distributed or the amount of transaction
expense paid.
Column (d). Enter the method of valuation
for the asset being distributed. Methods of
valuation include appraisals, comparables,
book value, actual cost (with or without
depreciation), and outstanding offers (among
other methods). For transaction expenses,
provide the method for determining the
amount of the expense, such as an hourly rate
or fixed fee.
Columns (e) and (f). Enter the EIN, name,
and address of each recipient of assets
distributed or transaction expenses paid.
Don’t enter social security numbers of
individual recipients. For membership
organizations that transfer assets to individual
members, the names of individual members
needn’t be reported. Rather, the members
may be aggregated into specific classes of
membership, or they may be aggregated into
one group, if there is only one class of
membership.
Column (g). Enter the section of the Internal
Revenue Code under which the transferee
organization is tax-exempt (for instance, section
501(c)(3) or 501(c)(4)), if it is exempt. For
recipients that aren’t tax-exempt under a
particular section of the Code, enter the type of
entity. Examples of types of entities are
government agencies or governmental units, or
limited liability companies (LLCs). Report
“individual” if the recipient isn’t an entity.
Line 2. Report whether any officer, director,
trustee, or key employee listed in Form 990,
Part VII, Section A, is (or is expected to
become) involved in a successor or transferee
organization by governing, controlling, or
having a financial interest in that organization.
“Having a financial interest” includes
receiving payments from a successor or
transferee organization as an employee,
independent contractor, or in any other
capacity.
Line 2a. Check “Yes” if any officer, director,
trustee, or key employee listed in Form 990,
Part VII, Section A, is (or is expected to
become) a director or trustee of a successor
or transferee organization.
Line 2b. Check “Yes” if any officer,
director, trustee, or key employee listed in
Form 990, Part VII, Section A, is (or is
expected to become) an employee of, or
independent contractor for, a successor or
transferee organization.
Line 2c. Check “Yes” if any officer, director,
trustee, or key employee listed on Form 990,
Part VII, Section A, is (or is expected to
become) an owner, whether direct or indirect,
in a successor or transferee organization.
Line 2d. Check “Yes” if any officer, director,
trustee, or key employee listed on Form 990,
Part VII, Section A, has received or is expected
to receive “compensation or other similar
payment” as a result of the liquidation,
termination, or dissolution of the organization,
whether paid by the organization or a
successor or transferee organization. For this
purpose, “compensation or other similar
payment” includes a severance payment, a
“change in control” payment, or any other
payment that wouldn’t have been made to the
individual if the dissolution, liquidation, or
termination of the organization hadn’t occurred.
Line 2e. If the organization checked “Yes”
to any of the other questions on lines 2a
through 2d, provide the name of the person
involved, and explain in Part III the nature of
the listed person’s relationship with the
successor or transferee organization and the
type of benefit received or to be received by
the person.
Line 3. Check “Yes” if the organization’s
assets were distributed in accordance with its
governing instrument.
Line 4a. Check “Yes” if the organization is
required to notify a state attorney general or
other appropriate state official of the
organization’s intent to dissolve, liquidate, or
terminate.
Line 4b. Check “Yes” if the organization
provided the notice described in line 4a.
Line 5. Check “Yes” if the organization
discharged or paid all of its liabilities in
accordance with state law.
Line 6a. Check “Yes” and complete line 6b if
the organization had any tax-exempt bonds
outstanding during the year.
Line 6b. Check “Yes” and complete line 6c if
the organization discharged or defeased all of
its tax-exempt bond liabilities during the tax
year. Leave line 6b blank if the answer to
line 6a is “No.”
