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BizLawyerNate
BizLawyerNate, Attorney
Category: Business Law
Satisfied Customers: 10686
Experience:  7 Years of Legal Experience Representing Small Business Owners
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I had asked you all the question of how to answer The assets

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I had asked you all the question of how to answer "The assets of the corporation will be distributed on dissolution as follows" and your response was "to the homeowners in undivided interests" which I sent in. I received it back as "The document cannot be accepted as the articles must include a dissolution clause, indicating how the assets will be distributed". This is for Articles of Incorporation of a Nonprofit Corporation in Missouri for a homeowners association. Any other suggestions? I tried calling the Secretary of State but put on hold to wait and wait . . .

Thank you for your question and welcome to Just Answer.

 

Are you trying to officially dissolve the HOA under Missouri law?

Customer: replied 6 years ago.
No, I am trying to set up the association.

That's an interesting response you received, then. Did they give a reason as to why the dissolution was improper?

 

Also, did you entitle that part of the Articles "Dissolution", or something similar?

Customer: replied 6 years ago.
This is what the instructions say under the desolution:

DISSOLUTION CLAUSE: Upon the dissolution of the corporation, the Board of Directors shall,

after paying or making provisions for the payment of all of the liabilities of the corporation,

dispose of all the assets of the corporation exclusively for the purposes of the corporation in such

manner, or the such organization or organizations organized and the time qualify as an exempt

organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or

the corresponding provision of any future United States Internal Revenue Law), as the Board of

Directors shall determine.

Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in

which the principal office of the corporation is then located, exclusively for such purposes or to

such organization or organizations, as said Court shall determine, which are organized and

operated exclusively for such purposes.

 

And then they told me had to go to IRS to read the Statute for Nonprofit. THey would not give me a direct answer. Dancing . . .

I see the problem now.

 

Non-profits must only distribute to non-profits under IRS rules. You cannot distribute to the homeowners because they are not non-profits. The only organizations that can receive the assets would be other non-exempt organizations. Any such organizations found here would be valid, for instance.

 

I will be happy to follow up with you if you have additional questions. In the meantime, please click ACCEPT so that I can get credit for answering your question. Of course, if you really liked what I could help you with, please consider a Bonus, too!

 

Thanks!

Nathan Moore

Customer: replied 6 years ago.
So I would say "Ozarks Food Bank, Bolivar, MO" or

"the Circuit Court of the county in

which the principal office of the corporation is then located, exclusively for such purposes or to

such organization or organizations, as said Court shall determine, which are organized and

operated exclusively for such purposes."

Yes. That would be legally sufficient.
Customer: replied 6 years ago.
which, either, both? I'm sorry if i sound short but I want to understand and put this behind me.

Sorry. Either would be fine. As long as the dissolution results in the assets going to a non-profit, you're going to be fine.

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