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2025 Form 990 (Schedule N) (PDF) · 2026-10-03 edition · updated 2026-10-04 · United States
CAUTION 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.”
Schedule N (Form 990) 2025 Page 5
Line 6c. If the organization checked “Yes” on line 6b, explain in Part III how the bond liabilities were discharged, defeased, or otherwise settled during the year. Also provide an explanation if any bond liabilities were discharged, defeased, or otherwise settled other than in accordance with the Code or applicable state law, or if the organization did not discharge or defease any of its bond liabilities. If the organization avoided the need for a defeasance of bonds, such as through the transfer of assets to another section 501(c)(3) organization, provide the name of the transferees of such assets, the CUSIP number of the bond issue, and a description of the terms of such arrangements in Part III.
Asset sales made in the ordinary course of the organization’s exempt activities to accomplish the organization’s exempt purposes; for instance, gross sales of inventory.
Grants or other assistance made in the ordinary course of the organization’s exempt activities to accomplish the organization’s exempt purposes; for instance, the regular charitable distributions of a United Way or other federated fundraising organization.
A decrease in the value of net assets due to market fluctuation in the value of assets held by the organization.
Transfers to a disregarded entity of which the organization is the sole member.
For purposes of Schedule N, “net assets” means total assets less total liabilities. The determination of a significant disposition of net assets is made by reference to the FMV of the organization’s net assets at the beginning of the tax year (in the case of a series of related dispositions that commenced in a prior year, at the beginning of the tax year during which the first disposition was made). Line 1. Refer to the instructions for Part I, line 1, columns (a)–(g), earlier.
If there are more transactions to report in Part II than space available, Part II can be duplicated to report the additional transactions. Line 2. Refer to the instructions for Part I, line 2, earlier.
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