Nonprofit Merger Agreement Template for United States

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Key Requirements PROMPT example:

Nonprofit Merger Agreement

"Need a Nonprofit Merger Agreement for combining two educational charities in California, where the smaller organization (annual budget $2M) will merge into our larger organization (annual budget $15M) by March 2025, with specific provisions for protecting existing scholarship programs and endowment funds."

Document background
The Nonprofit Merger Agreement is essential when two nonprofit organizations decide to combine their operations and assets. This document is crucial in the United States, where nonprofit mergers must comply with both federal tax laws and state-specific nonprofit regulations. The agreement details how the organizations will combine their assets, operations, and governance structures while maintaining their charitable purposes and tax-exempt status. It typically requires approval from state authorities and must address various stakeholder interests, including donors, beneficiaries, and employees. The agreement must carefully consider restricted funds, endowments, and ongoing program commitments.
Suggested Sections

1. Parties: Identification of merging nonprofit organizations

2. Background: Context of merger and organizations' histories

3. Definitions: Key terms used throughout the agreement

4. Plan of Merger: Detailed structure and implementation of the merger

5. Asset Transfer: Terms of transferring assets, liabilities, and obligations

6. Governance: Post-merger organizational structure and leadership

7. Regulatory Compliance: Steps to maintain tax-exempt status and legal compliance

8. Closing Conditions: Requirements that must be met before merger completion

Optional Sections

1. Employee Matters: Staff transition arrangements and employment terms for transferring employees

2. Restricted Fund Management: Provisions for handling restricted donations and endowments

3. Program Continuation: Specific arrangements for continuing existing programs and services

Suggested Schedules

1. Asset Schedule: Detailed inventory of all assets being transferred between organizations

2. Board Resolutions: Approval documentation from both organizations' boards

3. Due Diligence Reports: Financial and legal review documentation

4. Employee Transfer Schedule: Comprehensive list of transferring employees and their terms

5. Restricted Fund Schedule: Detailed listing of restricted donations and endowments with their terms

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Internal Revenue Code 501(c)(3): Federal tax code governing tax-exempt organizations, including requirements for maintaining nonprofit status post-merger, tax-exempt status considerations, and IRS notification requirements

Federal Tax Regulations: Regulations concerning Form 990 filing requirements, asset transfer implications, and charitable contribution implications for merging nonprofits

State Nonprofit Corporation Acts: State-specific laws governing nonprofit mergers, including corporate filing requirements and member/board approval processes

State Attorney General Regulations: State-level oversight requirements, including AG approval for nonprofit mergers, charitable asset protection, and public interest considerations

State Charitable Trust Laws: Laws governing the protection of restricted funds/endowments, donor intent preservation, and charitable asset disposition during merger

Antitrust Laws: Federal and state regulations ensuring the merger doesn't create unfair market concentration in charitable services

Employment Laws: Federal and state regulations governing employee rights, benefits, and transitions during nonprofit mergers

Property Transfer Laws: State laws governing the transfer of real estate and other property assets between merging organizations

Contract Assignment Rules: Legal requirements for transferring or assigning existing contracts, grants, and agreements to the surviving organization

State Charitable Solicitation Regulations: State-specific rules governing fundraising activities and donor relations during and after the merger process

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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