Closing Your Nonprofit? How to File the Final Form 990-N or 990-EZ

Reviewed November 10, 2026 · First published November 10, 2026 · 6 min read

When a PTA, booster club or small charity winds down, the volunteers still holding the bank account usually ask one question: what do we owe the IRS? For most small exempt organizations the answer is one last annual filing, marked as final.

This guide covers what that final filing looks like for Form 990-N and Form 990-EZ filers, when it is due, and what to do if the IRS has already revoked your exemption.

Why tell the IRS at all

The IRS termination page says most organizations must notify the IRS when they terminate. The notice:

closes the organization's account in IRS records;
removes it from the IRS list of tax-exempt organizations;
should stop the IRS from sending letters about missed returns.

Skip it, and on paper your organization is still alive, with a filing due every year. After three years with no filing the IRS automatically revokes the exemption (see lost your tax-exempt status?). A final filing avoids that and leaves a record that the group closed properly.

"Termination" here means a complete cessation of activities. The IRS says an organization that is only shrinking or giving away part of its assets should not follow these steps.

For an organization that files a return or notice and is recognized as exempt, the IRS says to use the final return or notice to tell it about the termination. No separate letter is needed.

If you file Form 990-N

Answer the "terminated" question

Among the few items the e-Postcard asks for, the IRS lists "a statement that the organization has terminated or is terminating (going out of business)". On your final 990-N you answer yes. Nothing is attached: the e-Postcard has no attachments.

File after the year would have ended

Timing is where people get stuck. The IRS says you cannot file the e-Postcard until after your tax year ends, and that the 990-N is a notice, not a return. For an organization that closes partway through its year, the termination page says to file the final e-Postcard "as soon as reasonably practicable after the start of what would have been its next normal tax year."

For example, a calendar-year booster club that shuts down in June 2026 files its final 990-N, for tax year 2026, once January 2027 has begun.

Catch up the missed years

If the group skipped earlier years, file those too. There is no IRS penalty for a late 990-N, but every missed year counts toward the three-year revocation. See filing a past-due 990-N.

If you file Form 990-EZ

The due date moves up

A 990-EZ is normally due on the 15th day of the 5th month after the year ends. When an organization terminates, its tax year closes early. The 990-EZ instructions say: "If the organization is liquidated, dissolved, or terminated, file the return by the 15th day of the 5th month after liquidation, dissolution, or termination."

The IRS gives this example. A calendar-year organization that terminates on August 31 has a final tax period ending August 31, and must file its final return by January 15, not the following May 15.

The usual weekend and holiday rule still applies, and so does Form 8868 if it is filed by the due date. Our due date calculator works from any month end; see also IRS Form 8868 due date.

What the final return must show

From the 990-EZ instructions and the IRS termination page:

Item B: check Final return/terminated in the header.
Part V, line 36: answer Yes to "Did the organization undergo a liquidation, dissolution, termination, or significant disposition of net assets during the year?"
Schedule N (Form 990), Part I: complete and attach it.
Documents: attach a certified copy of the articles of dissolution or merger approved by the state. If that isn't available, the instructions allow a copy of the governing body's resolution approving the plan of liquidation, termination, dissolution or merger.

What Schedule N asks

Part I of Schedule N lists each asset distributed and each transaction expense paid, with:

a description, the date of distribution and the fair market value, plus the method used to set that value;
the recipient's name, address and EIN, and its tax-exempt section (or type of entity).

It then asks:

whether any officer, director, trustee or key employee did or will become a director, employee, contractor or owner of a successor or recipient organization (if so, name them and explain);
whether the assets were distributed in accordance with your governing documents;
whether you must notify the state attorney general or another state official of the intent to dissolve, and whether you did.

Schedule N also notes that if the organization distributed all its assets during the year, its end-of-year total assets and total liabilities should be zero. Check that the Part II balance sheet on your 990-EZ agrees.

If your exemption was already revoked

If the IRS already revoked your exemption for three missed years and the group is now closing, there is nothing to reinstate. The termination page says to notify EO Entity so the account can be closed: a letter with the organization's legal name, EIN and address, and the reason you want the account closed, to IRS, Attn: EO Entity, MS 6273, Ogden, UT 84201, or by fax to 855-214-7520.

The same letter works for a group that has an EIN, never applied for exemption and has no filing requirement. If that is because it sits under a parent organization's group exemption (as many PTA units do), the IRS says to give the parent a copy of the letter.

Churches and other exempt organizations with no annual filing requirement have a separate route on the same IRS page.

Don't forget the state

The IRS reminds organizations that their state may have its own procedures, and to check with the state attorney general or other state office about the intent to dissolve. The articles of dissolution that a final 990-EZ attaches are a state document, so for an incorporated group the state step usually comes first. See state filing requirements for nonprofits.

A closing checklist

Vote to dissolve and keep the signed minutes or resolution.
Pay the final bills and distribute what is left as your governing documents require.
Finish the state steps, including any notice to the attorney general.
File the final IRS filing on time: a 990-N with "terminated" answered yes, or a 990-EZ with the final-return box, line 36 and Schedule N.
Catch up any earlier year you missed.
Keep copies of the minutes, the final bank statements and the list of who received the assets.

Final filings and 990.tax

990.tax e-files Form 990-N, including the "terminated" answer, for tax years 2023 and 2024. Tax year 2025 opens on 990.tax once the IRS approves our tax year 2025 software, and we can't promise a date; see which tax years can I file?

990.tax can't file a final Form 990-EZ yet, because that return needs Schedule N. If you answer yes to line 36, the app stops before you pay and says so (what 990.tax does not file). For a final 990-EZ, use one of the providers on the IRS list of exempt organization e-file providers.

Tax year 2023 can only be e-filed until the IRS's late-December changeover. There is one price per filing (pricing).

Start a final 990-N for 2023 or 2024 on 990.tax

990.tax is an IRS-authorized e-file provider. It is not affiliated with the IRS.

This post is general information, not legal or tax advice.

Closing Your Nonprofit? How to File the Final Form 990-N or 990-EZ

Why tell the IRS at all