Frequently Asked Questions
FAQ > Nonprofit Transaction FAQs

Frequently Asked Questions

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My nonprofit corporation is merging into another nonprofit corporation. What do I need to do to notify the state of Ohio?
Mergers and consolidations involving domestic corporations are governed by Ohio Revised Code (ORC) Sections 1702.41 to 1702.46. If your nonprofit corporation is a public benefit corporation (see ORC 1702.01(P)) that is merging or consolidating and the surviving entity is NOT a public benefit corporation, you must either (1) get approval from the court of common pleas in a proceeding in which the Ohio Attorney General’s Charitable Law Section has been given written notice pursuant to ORC 1702.41(B)(1), or (2) provide written notice on a form provided by the Attorney General’s Charitable Law Section at least 20 days before the merger/consolidation. Please refer to ORC 1702.41 and ORC 1702.411 for more detailed information about the notice requirements. Additionally, please note that any organization that is merging out of existence must update its registration information with the Attorney General’s Charitable Law Section. Questions about such mergers/consolidations should be directed to the duty attorney in the Charitable Law Section. Contact the Ohio Attorney General’s Office at 800-282-0515.

My nonprofit corporation will be disposing of more than 50 percent of its assets within a 36-month period. Do I need to notify the Ohio Attorney General?
Disposition of assets of nonprofit corporations in Ohio is governed by Ohio Revised Code (ORC) Section 1702.39. If your nonprofit corporation is a public benefit corporation (see ORC 1702.01(P)) that is disposing of more than 50 percent of its assets within a 36-month period, for purposes that are outside the ordinary course of its business or that are not in accordance with the purpose(s) for which the corporation was organized, you must either (1) get prior approval from the court of common pleas in a proceeding in which the Ohio Attorney General’s Charitable Law Section has been given written notice pursuant to ORC 1702.39(B)(1)(a), or (2) provide to the Ohio Attorney General’s Charitable Law Section written notice of the proposed transaction at least 20 days before consummation on a form provided by the Attorney General’s Charitable Law Section pursuant to ORC 1702.39(B)(1)(b). Please refer to ORC 1702.39 for more detailed information about the notice requirements.  Questions about such dispositions should be directed to the duty attorney in the Charitable Law Section. Contact the Ohio Attorney General’s Office at 800-282-0515.

My nonprofit health care entity (Hospital) will be transferring ownership or control of more than 20 percent of its assets within a 24-month period to another nonprofit health care entity. Do I need to notify the Ohio Attorney General?
Ohio Revised Code (ORC) Sections 109.34-35 provide notice and filing requirements when a nonprofit health care entity seeks to transfer to an unrelated party, ownership or control of at least 20% of the nonprofit’s assets over a 2-year period (or a transfer that involves such a significant portion of the nonprofit’s assets such that its charitable purpose would be frustrated without them). ORC 109.34(G) provides the specific notice requirements for a transfer between two nonprofit health care entities (a “Nonprofit Combination”). Notice of a Nonprofit Combination must be given on a form provided by the Attorney General’s Charitable Law Section and must include all of the documents and information required by ORC 109.34(B)(1) and (3), at least 60 days before the closing. Additionally, within 7 days of providing notice to the Charitable Law Section, each of the nonprofit health care entities must publish the notice in a local newspaper, as described in ORC 109.34(F).  Please refer to ORC 109.34 for more detailed information about the requirements.  Questions about Nonprofit Combinations should be directed to the duty attorney in the Charitable Law Section. Contact the Ohio Attorney General’s Office at 800-282-0515.

My nonprofit health care entity (Hospital) will be transferring ownership or control of more than 20 percent of its assets within a 24-month period to a for profit entity. Do I need to notify the Ohio Attorney General?
Ohio Revised Code (ORC) Sections 109.34-35 provide notice and filing requirements when a nonprofit health care entity seeks to transfer to an unrelated party, ownership or control of at least 20% of the nonprofit’s assets over a 2-year period (or a transfer that involves such a significant portion of the nonprofit’s assets such that its charitable purpose would be frustrated without them). ORC 109.34(B) provides the specific notice requirements for a transfer from a nonprofit health care entity to a for profit entity (a “Transaction”). Notice of a Transaction must be given on a form provided by the Attorney General’s Charitable Law Section and must include all of the documents and information required by ORC 109.34(B) and (C).  Additionally, within 7 days of providing notice to the Charitable Law Section, the nonprofit health care entity must publish the notice in a local newspaper, as described in ORC 109.34(F). The proposed Transaction may not proceed without the Attorney General’s approval. If a proposed Transaction is approved by the Attorney General, the nonprofit must hold a public hearing, in the county in which the Hospital is located, within 45 days after the approval.  Notice of the hearing must be published in a newspaper of general circulation in the county in which the Hospital is located at least 30 days in advance of the hearing. Please refer to ORC 109.34-35 for more detailed information about the notice requirements. Questions about Transactions should be directed to the duty attorney in the Charitable Law Section. Contact the Ohio Attorney General’s Office at 800-282-0515. 

My nonprofit is dissolving. What is my organization required to do to dissolve with the Ohio Attorney General’s Office?
Your organization needs to (1) notify the Ohio Attorney General that it is dissolving, (2) submit all filings and fees owed at the time of dissolution, and (3) file a final annual report that includes a schedule of the organization’s final distributions. In lieu of filing the final annual report and schedule of final distributions, the organization may fill out and submit the Final Annual Report and Asset Disposition form. Questions about dissolution should be directed to a compliance examiner in the Charitable Law Section. Contact the Ohio Attorney General’s Office at 800-282-0515.