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Aug 5
Certificate of Dissolution

The following is not meant to be legal advice.

 

What belongs in a certificate of dissolution for a California nonprofit corporation such as a church?  The certificate of dissolution is usually signed by the president of the corporation.

 

The president certifies that he/she constitutes a majority of the directors now in office of the nonprofit corporation, the corporation has been completely wound up, the corporation’s known debts and liabilities have been actually paid, the known assets have been distributed to the persons entitled, the corporation is dissolved.

The certificate is signed under penalty of perjury, indicating the date and location of signing. 

 

When the certificate is prepared, the president also signs a notice of commencement of voluntary dissolution.  The notice is addressed to all shareholders or creditors of the corporation.  The notice shows the date proceedings commence for voluntary dissolution in accordance with California Corporations Code Section 9680.  The notice indicates that the corporation is in the process of winding up its affairs.

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