Legal Question in Business Law in California

Want to purchase a California incorporated 501C3 company. Is it possible under the rules to sell the company in its entirety and convert it to a private corporation?


Asked on 9/11/09, 5:28 am

2 Answers from Attorneys

Shahram Miri Law Offices of Shahram Miri (408) 866-8382

Yes, provided the Articles of Incorporation are changed, the Board approves and the Members (if any) approve. Also, you might need CA Attorney General approval if the non-profit is a public benefit corporation.

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Answered on 9/11/09, 11:01 am
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

I would also recommend reading the nonprofit's Articles of Incorporation to look for provisions that restrict its distribution of its property. When you say "sell the company in its entirety" I assume you mean "sell its assets" since it also sounds as though you intend to keep the corporate shell. Look for provisions stating that the assets of the corporation are irrevocably dedicated to charitable, religious or public purposes. The Corporations Code spells out rules for voluntary dissolution, amendment to the Articles of Incorporation, or meger of various categories of nonprofits in different and scattered Chapters and Articles. For example, merger of public benefit corporations is covered in Chapter 10, Article 1, sections 6010 to 6019.1 of the Code.

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Answered on 9/11/09, 12:23 pm


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