SCHEDULE N

(Form 990 or 990-EZ)

Department of the Treasury 

Internal Revenue Service 

Liquidation, Termination, Dissolution, or Significant Disposition of Assets

▶ Complete if the organization answered "Yes" to Form 990, Part IV, lines 31 or 32; or Form 990-EZ, line 36.

▶ Attach certified copies of any articles of dissolution, resolutions, or plans.

▶ Attach to Form 990 or 990-EZ.

▶ Information about Schedule N (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public 

Inspection

Name of the organization Employer identification number

Part I Liquidation, Termination, or Dissolution. Complete this part if the organization answered “Yes” to Form 990, Part IV, line 31, or Form 990-EZ, line 36. 

Part I can be duplicated if additional space is needed.

1 (a) Description of asset(s)

distributed or transaction

expenses paid

(b) Date of

distribution

(c) Fair market value of

asset(s) distributed or

amount of transaction

expenses

(d) Method of

determining FMV for

asset(s) distributed or

transaction expenses

(e) EIN of recipient (f) Name and address of recipient (g) IRC section of

recipient(s) (if

tax-exempt) or type

of entity

Yes No

2 Did or will any officer, director, trustee, or key employee of the organization:

a Become a director or trustee of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . . . . . . . . . 2a

b Become an employee of, or independent contractor for, a successor or transferee organization? . . . . . . . . . . . . . . . . . . . 2b

c Become a direct or indirect owner of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . . . . . . . 2c

d Receive, or become entitled to, compensation or other similar payments as a result of the organization’s liquidation, termination, or dissolution? . . . 2d

e If the organization answered “Yes” to any of the questions on lines 2a through 2d, provide the name of the person involved and explain in Part III. ▶

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or Form 990-EZ. Cat. No. 50087Z Schedule N (Form 990 or 990-EZ) (2014)
Schedule N (Form 990 or 990-EZ) (2014) Page 2

Part I Liquidation, Termination, or Dissolution (continued)

Note. If the organization distributed all of its assets during the tax year, then Form 990, Part X, column (B), line 16 (Total assets), and line 26 

(Total liabilities), should equal -0-. Yes No

3 Did the organization distribute its assets in accordance with its governing instrument(s)? If “No,” describe in Part III . . . . . . . . . . . . . 3

4a Is the organization required to notify the attorney general or other appropriate state official of its intent to dissolve, liquidate, or terminate? . . . . . 4a

b If “Yes,” did the organization provide such notice? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4b

5 Did the organization discharge or pay all of its liabilities in accordance with state laws? . . . . . . . . . . . . . . . . . . . . . . 5

6a Did the organization have any tax-exempt bonds outstanding during the year? . . . . . . . . . . . . . . . . . . . . . . . . . 6a

b If “Yes” to line 6a, did the organization discharge or defease all of its tax-exempt bond liabilities during the tax year in accordance with the Internal Revenue Code and state laws? 6b

c If “Yes” to line 6b, describe in Part III how the organization defeased or otherwise settled these liabilities. If “No” to line 6b, explain in Part III.

Part II Sale, Exchange, Disposition, or Other Transfer of More Than 25% of the Organization’s Assets. Complete this part if the organization answered

“Yes” to Form 990, Part IV, line 32, or Form 990-EZ, line 36. Part II can be duplicated if additional space is needed.

1 (a) Description of asset(s)

distributed or transaction

expenses paid

(b) Date of

distribution

(c) Fair market value of

asset(s) distributed or

amount of transaction

expenses

(d) Method of

determining FMV for

asset(s) distributed or

transaction expenses

(e) EIN of recipient (f) Name and address of recipient (g) IRC section of

recipient(s) (if

tax-exempt) or type

of entity

Yes No

2 Did or will any officer, director, trustee, or key employee of the organization:

a Become a director or trustee of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . . . . . . . . . 2a

b Become an employee of, or independent contractor for, a successor or transferee organization? . . . . . . . . . . . . . . . . . . . 2b

c Become a direct or indirect owner of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . . . . . . . 2c

d Receive, or become entitled to, compensation or other similar payments as a result of the organization’s significant disposition of assets? . . . . . 2d

e If the organization answered “Yes” to any of the questions on lines 2a through 2d, provide the name of the person involved and explain in Part III . ▶

Schedule N (Form 990 or 990-EZ) (2014)
Schedule N (Form 990 or 990-EZ) (2014) Page 3

Part III Supplemental Information. Provide the information required by Part I, lines 2e and 6c, and Part II, line 2e. 

Also complete this part to provide any additional information.

Schedule N (Form 990 or 990-EZ) (2014)
Schedule N (Form 990 or 990-EZ) (2014) 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 percent 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 had not completely 

liquidated, terminated, or dissolved and 

ceased operations, should not 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 is not required to file 

Form 990 or Form 990-EZ but chooses to do 

so, it must file a complete return and provide 

all of the information requested, including the 

required schedules.

Specific Instructions

Part I. Liquidation, Termination, or 

Dissolution

If the organization answered “Yes” to Form 

990, Part IV, line 31, it must complete Part I. If 

the organization answered “Yes” to Form 

990-EZ, line 36, because it fully liquidated, 

dissolved, or terminated during the tax year, it 

must complete Part I. An organization must 

answer “Yes” to either of these lines if it has 

ceased operations and has no plans to 

continue any activities or operations in the 

future. This includes an organization that has 

dissolved, liquidated, terminated, or merged 

into a successor organization.

▲!

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 is not 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 should not report its liquidation, 

termination, or dissolution in a letter to IRS 

Exempt Organizations, Determinations (“EO 

Determinations”). EO Determinations no 

longer issues letters confirming that the 

organization’s tax-exempt status was 

terminated upon its liquidation, termination, or 

dissolution.

Line 1. List assets transferred in the

liquidation, termination, dissolution, or

merger.

If there are more transactions to report in 

Part I than space available, Part I can be 

duplicated to report the additional 

transactions.

Column (a). Assets 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 should not 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. Do

not enter social security numbers of individual

recipients. For membership organizations that

transfer assets to individual members, the

names of individual members need not be

reported. Rather, the members may be

aggregated into specific classes of

membership, or they may be aggregated into

one group, if there is only one class of

membership.

Column (g). Enter the section of the

Internal Revenue Code under which the

transferee organization is tax-exempt (for 

instance, section 501(c)(3) or 501(c)(4)), if it is

exempt. For recipients that are not taxexempt under a particular section of the 

Code, enter the type of entity. Examples of 

types of entity are government agencies or 

governmental units, or a limited liability 

company (LLC). Report “individual” if the 

recipient is not an entity.

Line 2. Report whether any officer, director, 

trustee, or key employee listed in Form 990,

Part VII, Section A, is (or is expected to

become) involved in a successor or transferee

organization by governing, controlling, or

having a financial interest in that organization. 

“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 would not have been made to

the individual if the dissolution, liquidation, or

termination of the organization had not

occurred.

Line 2e. If the organization checked “Yes”

to any of the other questions on 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 or 990-EZ) (2014) 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.

TIP

An organization that completes 

Part I does not complete Part II.

Part II. Sale, Exchange, 

Disposition, or Other Transfer of 

More Than 25 Percent of the 

Organization’s Assets

If an organization answered “Yes” to Form 

990, Part IV, line 32 or Form 990-EZ, line 36, 

because it made a significant disposition of 

net assets during the tax year, it must 

complete Part II. A significant disposition of 

the organization’s net assets includes a sale, 

exchange, disposition, or other transfer of 

more than 25 percent of the FMV of its net 

assets during the tax year, regardless of 

whether the organization received full and 

adequate consideration. A significant 

disposition of net assets involves:

1. One or more dispositions during the 

organization’s tax year amounting to more 

than 25 percent of the FMV of the 

organization’s net assets as of the beginning 

of its tax year; or

2. One of a series of related dispositions or 

events commenced in a prior year, that, when 

combined, comprise more than 25 percent of 

the FMV of the organization’s net assets as of 

the beginning of the tax year when the first 

disposition in the series was made. Whether a 

significant disposition occurred through a 

series of related dispositions or events 

depends on the facts and circumstances in 

each case.

A significant disposition of net assets may 

result from either an expansion or a 

contraction of operations. Examples of the 

types of transactions required to be reported 

in Part II as significant dispositions of net 

assets include the following:

• Taxable or tax-free sales or exchanges of 

exempt assets for cash or other consideration 

(such as a social club described in section 

501(c)(7) selling land or assets it had used to 

further its exempt purposes).

• Sales, contributions, or other transfers of 

assets to establish or maintain a partnership, 

joint venture, or a corporation (for-profit or 

nonprofit) regardless of whether such sales or 

transfers are governed by section 721 or 

section 351, and whether or not the transferor 

receives an ownership interest in exchange 

for the transfer.

• Sales of assets by a partnership or joint

venture in which the organization has an 

ownership interest.

• Transfers of assets pursuant to a 

reorganization in which the organization is a 

surviving entity.

The following types of situations are not 

required to be reported in Part II:

• The change in composition of publicly

traded securities held in an exempt 

organization’s passive investment portfolio.

• Asset sales made in the ordinary course 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.

Part III. Supplemental Information

Use Part III to provide the narrative 

information required in Part I, lines 2e, 3, and 

6c, and Part II, line 2e. Also use Part III to 

provide additional narrative explanations and 

descriptions as necessary to support or 

supplement any responses in Part I or II. 

Identify the specific part and line(s) that the 

response supports. Part III may be duplicated 

if more space is needed.