Steps to Convert a Private Foundation to a Philanthropic Fund at Hawai’i Community Foundation
Below is a summary of the steps necessary to complete the dissolution of a private foundation formed as a Hawai’i Nonprofit Corporation that does not have members (“Private Foundation”). Additional or different steps may be necessary if the Private Foundation is formed in another jurisdiction, has members, or if unanimous director approval cannot be obtained. Please note that the summary and draft documents below are not intended to provide specific legal advice. This general guidance is provided for the Private Foundation’s convenience to help streamline and expedite the dissolution process. Private Foundation Dissolution Steps Step #
Related Document Description
Action Required
1. Decide which type of Philanthropic Fund (or funds) best meets the needs of the Private Foundation. Hawai’i Community Foundation (“HCF”) can provide more information about fund options. 2. Board adopts Plan of Dissolution
Document #1: Written Consent of the Board
Certified by an officer (page 1) Signed by all directors (page 2)
3. Provide Notice to Attorney General (“AG”)
Document #2: AG Notice of Intent to Dissolve
Send Notice to AG.
Plan of Dissolution (Exhibit “A”)
4. Finalize HCF Gift HCF will provide the Gift Instrument Instrument to establish the selected Philanthropic Fund 5. Provide notice of dissolution to and pay all creditors (if any)
Signed by an officer
Note: There are additional documents that should be enclosed with this Notice, as listed in the AG checklist available at:
https://ag.hawaii.gov/tax/files/2013/01 /Procedure-for-Dissolution-of-a-HawaiiPublic-Benefit-Corporation.pdf
Gift Instrument completed and signed.
June 2019
6. Transfer remaining assets to the Philanthropic Fund
7. File Articles of Dissolution with the Hawai‘i Department of Commerce and Consumer Affairs (“DCCA”)
Note: The final asset transfer from the Private Foundation to the Philanthropic Fund at HCF may not be made until the earlier of:
Articles of Dissolution (Form DNP-7) available at:
http://files.hawaii.gov/dcca/breg/re gistration/forms/dnp-7-pdf.pdf
1) 20 business days after providing notice to the AG as described in step #3; or 2) receipt from the AG of written consent or notice that the AG will take no action in respect to the transfer.
Completed, signed by an officer, and mailed to the DCCA with $10.00 filing fee.
Post-Dissolution Steps 8. Provide AG with final asset transfer list 9. File Final IRS Form 990-PF
Document #3: Letter to AG with asset transfer list
Send AG a list showing who the final assets were transferred to (other than creditors).
File Form 990-PF for final short tax year.
Note: Select “Final return” on page 1, Section G and attach a statement describing the dissolution and the Written Consent with Plan of Dissolution (Document #1).
Enjoy the convenience of making grants from your new Philanthropic Fund at Hawai’i Community Foundation!
June 2019
Document #1 WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF NAME OF FOUNDATION
The undersigned, being all of the directors of the NAME OF FOUNDATION, a Hawai‘i nonprofit corporation (the “Foundation”), pursuant to authority to so act without a meeting in accordance with Section 414D-144 of the Hawai‘i Revised Statutes and the Bylaws of the Foundation, do hereby consent to the following actions and do hereby adopt the resolutions set forth below. This written consent of the directors is in lieu of a meeting of the Board of Directors of the Foundation, and all action herein shall have the same force and effect as if they were taken and adopted at a duly-called and noticed meeting of the Board of Directors. Approval of Dissolution and Adoption of Plan of Dissolution. RESOLVED, that the Board of Directors has determined that it is in the best interests of the Foundation to dissolve and distribute its remaining assets to the Name of Fund Fund at the Hawai‘i Community Foundation, which is a charitable organization qualified for exemption within the provisions of Section 501(c)(3) of the Internal Revenue Code; FURTHER RESOLVED, that the Foundation be voluntarily dissolved and that the Plan of Dissolution attached hereto as Exhibit “A” be adopted as the Plan of Dissolution for the Foundation; FURTHER RESOLVED, that the Foundation shall promptly notify the Attorney General of the State of Hawai‘i that the Foundation intends to dissolve as provided in Section 414D-233, Hawai‘i Revised Statutes, and seek an approval or no-action letter from the Attorney General with respect to such dissolution; FURTHER RESOLVED, that in addition to the officers of the Foundation, the following person is authorized to act on behalf of the Foundation for purposes of submitting a Notice of Intent to Dissolve to the Attorney General: ___________________ [Optional: insert name of professional advisor or other person authorized to provide notice to AG]; FURTHER RESOLVED, that upon receipt of the Attorney General’s approval of the Foundation’s dissolution, the officers of the Foundation are authorized to execute and deliver Articles of Dissolution for filing with the Department of Commerce and Consumer Affairs of the State of Hawai‘i (“DDCA”); FURTHER RESOLVED, that the officers of the Foundation are authorized to execute such other documents on behalf of the Foundation and take all such other steps as may be desirable or necessary to effect the dissolution of the Foundation and asset distribution. I certify that this written consent of the Board of Directors was duly adopted effective ______________________, 20__. [insert date of last director signature below] ________________________________________ By: ___________________________ Name of Officer, Title
June 2019
Signature Page ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF NAME OF FOUNDATION
Approval of Dissolution and Adoption of Plan of Dissolution
________________________________
________________________________
Print Name, Director
Print Name, Director
Date: ____________________________
Date: ____________________________
________________________________ Print Name, Director
________________________________ Print Name, Director
Date: ___________________________
Date: ____________________________
________________________________ Print Name, Director
________________________________ Print Name, Director
Date: ___________________________
Date: ____________________________
June 2019
Exhibit “A” PLAN OF DISSOUTION Plan of Dissolution of the NAME OF FOUNDATION, a Hawai‘i public benefit corporation (“Foundation”) 1. The Foundation shall cease to carry on any business in Hawai‘i and elsewhere except as necessary for winding up purposes. 2. The Foundation’s Articles of Incorporation provide that upon the winding up and dissolution of the Foundation and after paying or adequately providing for the debts and obligations of the Foundation, the remaining assets of the Foundation shall be distributed to another entity that is organized and operated exclusively for charitable purposes and has obtained tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. 3. To the best of its knowledge, the Foundation has no creditors, liabilities, debt or unsatisfied obligations. 4. Upon dissolution, all assets of the Foundation shall be distributed to the Hawai‘i Community Foundation (EIN: 99-0261283). None of the Foundation’s assets are restricted-use. 5. The address and contact person for the entity that will receive the assets is: Hawai‘i Community Foundation 827 Fort Street Mall Honolulu, HI 96813 Contact Person: Kate Lloyd, General Counsel 6. The Foundation has no employees, and is not under contract with any individuals or entity for the provision of goods or services. 7. The dissolution shall be effective upon the date the Foundation files Articles of Dissolution with the State of Hawai‘i Department of Commerce and Consumer Affairs. 8. This Plan of Dissolution is subject to the approval of the Foundation’s Board of Directors as provided in Chapter 414D, Hawai‘i Revised Statutes. The Foundation has no voting members, and except as set forth below, no other approvals are required. 9. This Plan of Dissolution is subject to the consent of the Attorney General as provided in Section 414D-233, Hawai‘i Revised Statutes. The undersigned hereby submits the foregoing Plan of Dissolution for adoption by the Foundation’s Board of Directors. By: ________________________________ Name of Officer, Title
June 2019
Document #2 [Draft Notice to Attorney General of Intent to Dissolve]
Date
Tax & Charities Division Department of the Attorney General 425 Queen Street Honolulu, Hawaii 96813 AND VIA EMAIL: ATG.Charities@Hawaii.gov Re:
Notice of Intent to Dissolve the NAME OF FOUNDATION
I am writing on behalf of the NAME OF FOUNDATION (the “Foundation”), a Hawai‘i public benefit corporation qualified under Section 501(c)(3) of the Internal Revenue Code (the “Code”) and classified as a private foundation under Code Section 509(a). The Foundation’s Board of Directors have voted to dissolve and transfer all remaining assets to the Hawai‘i Community Foundation, which is a Hawai‘i nonprofit corporation qualified as a charitable organization described in Section 501(c)(3) of the Code. Pursuant to Section 414D-233(a), Hawai‘i Revised Statutes, the Foundation hereby gives notice that its Board of Directors has adopted the enclosed Plan of Dissolution as of _____________________, 20__ [insert effective date of Written Consent of the Board]. The Board of Directors requests that your office consent in writing to the dissolution or indicate that no action will be taken with respect to the dissolution. The following documents are enclosed for you review: 1. The Foundation’s Articles of Incorporation. 2. The Foundation’s Bylaws. 3. The Foundation’s Plan of Dissolution. Please note the following: • None of the assets are restricted-use. • Upon dissolution, all of the Foundation’s assets will be distributed to the Hawai‘i Community Foundation (EIN, address and contact person for Hawai‘i Community Foundation are provided in the Plan of Dissolution). 4. Copies of the last 3 monthly bank statement for each of the Foundation’s banking accounts. 5. The Foundation’s most recent Form 990-PF filing. 6. Written Consent in lieu of a meeting adopting Plan of Dissolution. Please feel free to contact me at Contact Number with any questions regarding this matter. Sincerely, ________________________________________ Name Title Enclosures
June 2019
Document #3 [Draft Asset Transfer List for the Attorney General] Date Tax & Charities Division Department of the Attorney General 425 Queen Street Honolulu, Hawaii 96813 AND VIA EMAIL: ATG.Charities@Hawaii.gov Re:
Post-Dissolution Asset Transfer List NAME OF FOUNDATION, a Hawai‘i public benefit corporation
I am writing on behalf of the NAME OF FOUNDATION (the “Foundation”), a Hawai‘i public benefit corporation. The Foundation has dissolved and distributed its remaining assets in accordance with its Plan of Dissolution. In accordance with Hawai‘i Revised Statutes Section 414D-233(c), I am writing to confirm that all of the Foundation’s remaining assets (described below) were transferred to the Hawai‘i Community Foundation, a charitable organization described in Section 501(c)(3) of the Internal Revenue Code, as indicated in the list below. Entity to whom assets were transferred Hawai‘i Community Foundation
Address and phone number of receiving entity 827 Fort Street Mall Honolulu, HI 96813-4317 Tel: 808.537.6333
Assets received [Describe the assets transferred to HCF here (e.g.: • cash in the amount of $X, • securities valued at $X]
If you have any questions, please contact me at Contact Number.
Sincerely, ________________________________________ Name Title
June 2019