---
title: "Set two charities' purpose and dissolution clauses side by side"
url: "https://ailawframework.com/practice/not-for-profit-charities-and-associations/draft-a-merger-or-successor-entity-paper-for-two-charities/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A35-A20260923-4-US"
practice_area: "Not-for-Profit, Charities & Associations"
tier: "red"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Set two charities' purpose and dissolution clauses side by side

> Quote each organisation's purpose clause and its dissolution clause, and note whether the dissolution clause names members or shareholders as recipients. Write no merger paper, no plan of merger, and no amended article.

Canonical page: https://ailawframework.com/practice/not-for-profit-charities-and-associations/draft-a-merger-or-successor-entity-paper-for-two-charities/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Not-for-Profit, Charities & Associations](https://ailawframework.com/practice/not-for-profit-charities-and-associations.md) |
| Human involvement | Red: Lawyer writes; AI may check, clarify or collect data |
| How AI is used | Quote each organisation's purpose clause and its dissolution clause, and note whether the dissolution clause names members or shareholders as recipients. Write no merger paper, no plan of merger, and no amended article. |
| What the lawyer must review | You write the paper and any plan or amendment. Treasury Regulation § 1.501(c)(3)-1(b)(4) provides that an organisation is not organised exclusively for one or more exempt purposes unless its assets are dedicated to an exempt purpose. Assets will be considered dedicated, for example, if upon dissolution they would, by reason of a provision in the articles or by operation of law, be distributed for one or more exempt purposes, or to the federal government, or to a state or local government for a public purpose, or by a court to another organisation to be used as the court judges will best accomplish the dissolved organisation's general purposes. An organisation does not meet the organisational test if its articles, or the law of the state in which it was created, provide that its assets would upon dissolution be distributed to its members or shareholders. Section 1.501(c)(3)-1(b)(5) provides that the law of the state of creation controls construction of the articles. No state nonprofit merger statute was opened, so the corporate steps of a combination are not supplied by this comparison. |
| Written for | United States |
| Applies to | [Draft a merger or successor-entity paper for two charities](https://ailawframework.com/practice/not-for-profit-charities-and-associations/draft-a-merger-or-successor-entity-paper-for-two-charities.md) |

## Checking plan

- What the AI does: Quote each organisation's purpose clause and its dissolution clause, and note whether the dissolution clause names members or shareholders as recipients. Write no merger paper, no plan of merger, and no amended article.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- A members' resolution that does not amend the articles does not, by itself, change the organisational test. Whether an amendment is required is for you to decide from the articles.
- Do not use an Australian model constitution, or an unopened state nonprofit statute, as the measure of the dissolution clause.

## Sources

- [26 CFR § 1.501(c)(3)-1, organisational and operational tests](https://www.law.cornell.edu/cfr/text/26/1.501(c)(3)-1) (checked 2026-10-22)
- [26 U.S.C. § 501(c)(3), charitable organisations](https://www.law.cornell.edu/uscode/text/26/501) (checked 2026-10-22)
- [IRS, Exemption requirements for 501(c)(3) organizations](https://www.irs.gov/charities-non-profits/charitable-organizations/exemption-requirements-501c3-organizations) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*