Required Notices to Attorney General from Nonprofit Corporations
The Missouri Attorney General is charged with the unique and important duty of defending the public’s interest in charitable assets. As a general matter, nonprofit corporations that are public benefit corporations are required to distribute assets for one of the purposes described in § 501(c)(3) of the Internal Revenue Code, or to another public benefit corporation. §355.691.6, RSMo.
As part of this duty, Missouri statutes require nonprofit corporations that are public benefit corporations to notify the attorney general before making certain transactions. These transactions include (1) mergers; (2) sales, leases, exchanges, or disposals of substantially all assets; and (3) dissolutions.
- Mergers Under § 355.621, RSMo
When a Missouri nonprofit corporation that is a public benefit corporation intends to merge with another entity, several limitations apply. These limitations are set forth in §355.621, RSMo.
Section 355.621.1, RSMo, requires advance written notice to the attorney general if the proposed merger is with (1) another public benefit corporation, (2), a foreign corporation that would qualify as a public benefit corporation, or (3) a wholly-owned foreign or domestic business or mutual benefit corporation, provided the public benefit corporation is the surviving corporation and continues to be a public benefit corporation after the merger.
Section 355.621.2, RSMo, requires at least 20 days’ advance notice to the attorney general, including a copy of the proposed plan of merger, and if applicable, evidence of proposed compliance, if the proposed merger is with a business or mutual benefit corporation.
Nonprofit corporations may comply with these notice requirements by emailing the required information to npc@ago.mo.gov, or by mailing the required information to Missouri Attorney General’s Office, Attention: NPC Unit, 815 Olive, Suite 200, St. Louis, MO 63101.
- Sales, Leases, Exchanges, or Disposals of Substantially All Assets Under § 355.656, RSMo
When a Missouri nonprofit corporation that is a public benefit corporation intends to sell, lease, exchange, or dispose of all or substantially all of its assets, it must give 20 days’ advance written notice to the attorney general. §355.656.7, RSMo.
Nonprofit corporations may comply with these notice requirements by emailing the required information to npc@ago.mo.gov, or by mailing the required information to Missouri Attorney General’s Office, Attention: NPC Unit, 815 Olive, Suite 200, St. Louis, MO 63101.
- Dissolutions Under § 355.676, RSMo
When a Missouri nonprofit corporation that is a public benefit corporation intends to dissolve, it must give the attorney general written notice at or before it delivers the articles of dissolution to the secretary of state. This notice must include a copy or summary of the plan of dissolution. §355.676.1, RSMo.Nonprofit corporations may complete and file the Notice of Dissolution form to comply with this requirement.After the nonprofit corporation has transferred or conveyed all or substantially all of its assets, it must deliver to the attorney general a list showing those, other than creditors, to whom the assets were transferred or conveyed. This list must include the address of each person, other than creditors, who received assets, and the list must indicate the assets received. §355.676.3, RSMo.
Nonprofit corporations may comply with these notice requirements by emailing the required information to npc@ago.mo.gov, or by mailing the required information to Missouri Attorney General’s Office, Attention: NPC Unit, 815 Olive, Suite 200, St. Louis, MO 63101.
Questions about the notification required for nonprofit mergers, disposal of assets, and dissolutions can be directed to npc@ago.mo.gov or (314) 340-7868.