990
Liquidation, Termination, Dissolution, or Significant Disposition of Assests
Schedule N (Form 990) is used by an organization that files Form 990 or Form 990-EZ to report going out of existence or disposing of more than 25% of its net assets through sale, exchange, or other disposition. The IRS About Form 990 page describes it as the schedule for information relating to going out of existence or disposing of more than 25 percent of net assets through a contraction, sale, exchange, or other disposition.
The 2025 schedule has three parts. Part I covers a liquidation, termination, or dissolution. Part II covers a sale, exchange, disposition, or other transfer of more than 25% of the organization's assets. Part III holds the supplemental narrative answers. The instructions for the schedule are printed on pages 4 and 5 of the same PDF. The schedule says to attach it to Form 990 or Form 990-EZ with certified copies of any articles of dissolution, resolutions, or plans, and it is marked Open to Public Inspection.
The filing organization completes it. You can fill out Schedule N (Form 990) free in your browser on this page and download it without an account.
A table with seven columns: description of assets distributed or transaction expenses paid, date of distribution, fair market value or amount, method of determining FMV, EIN of recipient, name and address of recipient, and the recipient's IRC section or type of entity.
Yes or No questions on whether any officer, director, trustee, or key employee did or will become a director, trustee, employee, contractor, or owner of a successor or transferee organization, or receive compensation because of the liquidation.
Whether assets were distributed under the governing instruments, whether a state attorney general or other official had to be and was notified, whether all liabilities were paid under state laws, and how tax-exempt bonds were discharged or defeased.
The same seven-column asset table and the same officer questions on lines 2a to 2e, for a sale, exchange, disposition, or other transfer of more than 25% of the organization's assets.
Narrative answers required by Part I, lines 2e, 3, and 6c, and Part II, line 2e, plus any other explanations. The instructions say to identify the part and line each response supports.
The instructions say an organization that completely liquidated, terminated, or dissolved and ceased operations completes Part I, and one that made a significant disposition of net assets completes Part II. An organization that completes Part I doesn't complete Part II.
Aggregate assets into categories that are sufficiently described, and list related transaction expenses of at least $10,000 separately, such as attorney or accountant fees. Brokerage fees go in the fair market value in column (c). Column (d) names the valuation method, such as appraisals, comparables, or book value.
Enter the EIN, name, and address of each recipient, but not social security numbers of individual recipients. Membership organizations may group members by class. Column (g) holds the recipient's Code section, such as 501(c)(3), or a type of entity.
Answer for each officer, director, trustee, or key employee listed in Form 990, Part VII, Section A. Compensation on line 2d includes a severance payment or a change in control payment. For any Yes, line 2e names the person and Part III explains the relationship and benefit.
Answer the governing instrument, state notice, liabilities and bond questions. Line 6c explains in Part III how bond liabilities were settled. If a defeasance was avoided by transferring assets, the instructions ask for the transferees, the CUSIP number of the bond issue, and the terms.
The instructions say a claim to have liquidated, terminated, dissolved, or merged is supported by a certified copy of the articles of dissolution or merger. If none is available, board resolutions or board approved plans of liquidation or merger may be submitted.
You get the real form, filled in a browser tab, with nothing standing between you and the finished PDF.
The schedule says to attach it to Form 990 or Form 990-EZ, with certified copies of any articles of dissolution, resolutions, or plans.
The Instructions for Form 990 say a final return checks the Final return/terminated box in item B of the heading and completes Schedule N (Form 990).
The instructions say an organization filing Schedule N shouldn't report its liquidation, termination, or dissolution in a letter to IRS Exempt Organizations, Determinations, which no longer issues letters confirming that exempt status was terminated.
If the organization distributed all of its assets during the tax year, the schedule notes that Form 990, Part X, column (B), line 16 (Total assets) and line 26 (Total liabilities) should equal -0-.
The schedule header is marked Open to Public Inspection. The instructions say not to enter social security numbers of individual recipients.
Parts I, II, and III can be duplicated if more space is needed.
990
1,075 fields, 12 pages
990-EZ
325 fields, 4 pages
990 Sch. O
3 fields, 1 page
990 Sch. R
585 fields, 5 pages
990 Sch. K
352 fields, 4 pages
990
454 fields, 8 pages
The schedule says to complete it if the organization answered Yes on Form 990, Part IV, lines 31 or 32, or Form 990-EZ, line 36. It is filed with the organization's own return.
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The instructions say a sale, exchange, disposition, or other transfer of more than 25% of the fair market value of the organization's net assets during the tax year, in one disposition or a series of related ones. Net assets means total assets less total liabilities.
The instructions list changes in publicly traded securities in a passive investment portfolio, asset sales and grants in the ordinary course of exempt activities, a decrease in value from market fluctuation, and transfers to a disregarded entity of which the organization is the sole member.
No. The instructions say an organization that hadn't completely liquidated, terminated, or dissolved and ceased operations by the end of the tax year shouldn't complete Part I, but may need to complete Part II.
The instructions say an organization that completes Part I doesn't complete Part II, and one that has terminated operations with no plans for future activities completes only Part I.
The instructions say it shouldn't report the liquidation, termination, or dissolution in a letter to EO Determinations, which no longer issues letters confirming that exempt status was terminated.
Payments of at least $10,000 to a professional or other third party for services in the transaction or in winding down, such as attorney or accountant fees, are listed separately. Brokerage fees are included in the fair market value in column (c).