by Richard R. Hammar, J.D., LL.M., CPA

Dissolution

§ 6.15
Key point 6-15. The procedure for dissolving an incorporated church is specified by state nonprofit corporation law.

The dissolution of incorporated churches generally is regulated by state corporation law since the state alone has the authority to dissolve those organizations it has created.[443] FLETCHER CYC. CORP. § 7971 (perm. ed. 2008). Corporate dissolutions may be either voluntary or involuntary. A voluntary corporate dissolution is accomplished by the corporation itself. Most state religious and nonprofit corporation laws contain a specific procedure for voluntary dissolution, which generally consists of the following elements:

  1. Board resolution. The board of directors adopts a resolution recommending that the corporation be dissolved and directing that the question of dissolution be submitted to the church membership.
  2. Notice to members. All voting members are notified in writing that the question of dissolution will be discussed at a special or general meeting of the members.

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