Non-profit Frequently Asked Questions

Submit a new question

Previously Asked Questions


If we go the route of non profit then 501(c)(3) will we still look to acquire insurance to protect members, officers, and assets? (Or does the designation cover it?)

  • Although incorporating does offer limited liability protections, insurance coverage is needed for the guild’s equipment and other physical assets. LibertyTown’s insurance coverage only protects us (the guild) against injury claims. If something were to happen to the guild’s equipment or library, for example, we would not be able to replace or repair those items under LibertyTown’s insurance.

Dissolution of a Non-stock Corporation

What legal liabilities would exist in the event that the organization ceases to exist, or worse – if it starts to flounder to the point that we cease to meet filing, etc., obligations?

  • Articles of Termination of Corporate Existence
    • The voluntary dissolution of the non-stock corporation is governed by Va. Code § 13.1-902. Upon agreement of dissolution, Articles of dissolution (SCC904) and Articles of termination (SCC912) must be filed with the State Corporation Commission. The manner in which the Guild’s assets would be reallocated or dispersed will be pre-defined in either the Articles of incorporation or the By-laws. Section 13.1-907 – Distribution and Plan of Distribution of Assets
      • “When a corporation has distributed all of its assets and voluntary dissolution proceedings have not been revoked, it shall file articles of termination of corporate existence with the Commission. ” Va. Code § 13.1-912
  • Automatic Termination of Corporate Existence
    • “If any domestic corporation fails to file its annual report or pay its annual registration fee in a timely manner as required by this chapter, the Commission shall mail to each such corporation a notice of the impending termination of its corporate existence. ” Va. Code § 13.1-914
    • “The properties and affairs of a corporation whose corporate existence has been terminated pursuant to this section shall pass automatically to its directors as trustees in liquidation. ” Va. Code § 13.1-914
    • “No officer, director, or agent of a corporation shall have any personal obligation for any of the liabilities of the corporation whether such liabilities arise in contract, tort, or otherwise, solely by reason of the termination of the corporation’s existence pursuant to this section.” Va. Code § 13.1-914


Are the initial application costs the only ones, or are there any annual fees?


I was able to vote for whether Guild should incorporate with State, but I thought there was a second part. How do I get that?  

  • The vote open right now is only for the incorporation with the state. Once the vote is closed, then a second vote will be held later to determine if the membership would like to continue with the federal process of obtaining the tax-exempt status with the IRS.