- quote -

The two entities were consolidated into one new entity (per
documents filed with Department of State). Document stated
that assets from both predecessors were given to new entity.

Consolidation took place back in 1991. Sometime in the
1990's, IRS sent a letter stating that its records don't
show that new entity is a (c)(3). A reply was sent stating
the facts that I stated earlier. It was thought that both
of the entities were (c)(3)'s, but the letter for the one
entity could not be located. This was stated in the reply.
Nothing was heard from the IRS since. I'm still looking
into it since I know silence does not always mean
acceptance.

Unsure of gross receipts.... I think at least $25,000.

For the amount of time I spent researching this issue, I
should have just completed the 1023.

Thanks for the help, though.

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"TaxSrv" <n3_eu[at]comcast.net> wrote:
- quote -

When there is a merger, either one organization swallows the
other or a completely or organization is formed to include
both companies. If there's a new organization, a new 1023
is required. But if the (c) (3) is the surviving entity, I
don't see a problem under its old exemption, as long as none
if the information initially reported on the 1023 is not
changed.

- quote -

Interesting approach. In mergers of taxable companies there
are specific formulas for performing the merger that must be
followed in order not to be taxed on unrealized gain. In
this case that is not likely to be an issue, so the approach
of simply dissolving one and contributing the proceeds to
the other may well work.

Stu

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"JMc" wrote:

- quote -

My exp is limited in these matters, but when a (c)(4) merges
with a (c)(3), the (c)(3)'s exempt function could be
diluted. A (c)(4) doesn't have to operate in the same way
as a (c)(3), though ostensibly doing the same activity. So
IRS might want to approve the survivor.

However, even a (c)(4) when simply dissolved must donate
assets, like a fire truck, to any (c)(3), with a logical
recipient available. So a merger doesn't seem necessary.
Ditto for the two (c)(3)s, so this may answer that question.
Have the mergers already occurred? If so, what are the
gross receipts of the entities?

Fred F.

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"JMc" <jmmc76[at]NOSPAM.GameBox.net> wrote:

- quote -

If it's a new entity, then yes, they should file a new 1023.
If it's the same entity running under the same rule that
were already approved by the IRS, I'd guess they're safe.

If there is any change in the bylaws or articles as a result
of the merger, the IRS should be notified of the change.

Stu

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2 scenarios:

1) A 501(c)(3) and a 501(c)(4) consolidate into a new
entity through their state's department of state. The
501(c)(3) has been a 501(c)(3) > 60 months and has the
determination letter stating they are not private
foundation. Both entities have same operations, they are
volunteer fire departments.

2) 2 501(c)(3)'s do the same thing (i.e. consolidated into
a new entity). Both have been 501(c)(3) > 60 months and have
their letters stating they are not private foundation. Both
entities have same operations, they are volunteer fire
departments.

Question:

Under each scenario, must a new 1023 be completed, or can
501(c)(3) status be granted to the new entity based on its
predecessor?

Thanks.

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