Reincorporation In A New State

[Zane]

Hi, I've read over many of these answers and none quite answer the question that I have.  Our nonprofit(and 501(c)(3) exempt) organization needs to move from MA to DC.  I understand that we could possibly maintain our organization in MA and operate as a "foreign corporation" but we've rejected that as an option-- we want to be based solely out of DC not just operationally but legally.  I know that we must re-apply for exemption but I don't understand what exactly "reincorporation" means.  Do we have to set up a corporation in DC, dissolve our corporation in MA, and then transfer the assets(in this case, just some web domains and a donation cache) to the new corporation?  Or is there some way to simply transfer over our existing corporation in some way?

[Albanwr]

The proper way is as you described, except that the transfer of the assets from the MA corporation to the DC corporation is done during a winding down period prior to dissolution. You don't need to use the word "reincorporation", because it is a vague term that could include many types of corporate reorganization.  I simply refer to it as setting up a new corporation in a new state and having the old corporation transfer all its assets to the new nonprofit corporation. I could figure out another way to do it, but it would not be easier and it would involve more time.

Harvey Mechanic, Attorney at Law - [email protected]

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.