Nonprofits & Associations

How Can We Help

We provide collaborative, comprehensive support to our clients with unwavering attention to the federal and state tax and nonprofit designations that shape their operations while maintaining focus on their core missions. Our clients benefit from working with a well-rounded team composed of attorneys and professionals who focus their practices entirely on nonprofit organizations along with attorneys who specialize in every area of our clients’ industries and operations.  

Formation and Tax-Exempt Status

We guide organizations through every stage of formation, from selecting the appropriate organizational structure to drafting articles of incorporation and bylaws. We regularly advise on obtaining tax-exempt status under Section 501(c)(3), 501(c)(4), 501(c)(6), and other provisions of the Internal Revenue Code, including preparing and filing exemption applications and responding to IRS inquiries, and on the ongoing requirements under the federal tax rules governing their ongoing operations to maintain their tax-exempt status. 

Governance and Board Advisory 

We advise boards of directors and trustees on fiduciary duties, conflicts of interest, executive compensation, and best practices for organizational oversight. Our attorneys assist with drafting, updating, and applying governance documents, including board resolutions, committee charters, mission statements, and conflict-of-interest policies. We also offer guidance on government contracts, grants, and related obligations.  

Unrelated Business Income Tax 

We advise on the unrelated business income tax rules applicable to tax-exempt organizations, including the identification and structuring of activities to minimize UBIT exposure. We counsel on the treatment of advertising and sponsorship income, rental and investment income, revenue from joint ventures and partnerships, and income from controlled subsidiaries and for-profit affiliates. We also advise on the use of blockers, the framing of activities within existing exemptions, and UBIT reporting obligations. 

Private Foundation and Excise Tax Compliance 

We advise private foundations on compliance with the Chapter 42 excise tax regime, including the rules governing self-dealing, minimum distribution requirements, excess business holdings, jeopardizing investments, and taxable expenditures. We also counsel on the net investment income excise tax, foundation manager liability, and the classification and reclassification of organizations as private foundations or public charities. For organizations subject to Section 4966 and related provisions, we advise on excise taxes applicable to donor-advised funds and sponsoring organizations. 

Tax-Exempt Bond Financing 

We advise on tax-exempt bond financing, including the issuance of 501(c)(3) bonds, conduit revenue bonds, and other forms of tax-advantaged debt. We assist with bond structuring, public offering and private placement documentation, compliance with federal tax rules governing the use of bond proceeds, arbitrage rebate requirements, post-issuance compliance obligations, and the refinancing of outstanding tax-exempt debt. We also advise on real estate, leasing, and construction matters that often arise with financing. 

Associations and Membership Organizations 

Trade associations, professional societies, and other membership organizations operate under a distinct set of legal and operational requirements. We advise on membership and event agreements, dues structures, antitrust compliance, certification and accreditation programs, and standard-setting activities. Because we work across hundreds of associations, we can leverage the breadth, depth, and history of our experience to provide leveraged, tailored advice. 

Political Law and Lobbying Compliance 

We counsel organizations on the rules governing lobbying and political campaign activities, including IRC limitations on lobbying expenditures, the Section 501(h) election, and the prohibition on campaign intervention applicable to 501(c)(3) organizations. We also advise 501(c)(4) social welfare organizations, trade associations, and other exempt entities on permissible political and legislative activities, PAC formation and administration, donor disclosure requirements, and federal and state lobbying registration and reporting obligations. 

Fundraising and Charitable Giving 

We counsel organizations on the legal requirements governing charitable solicitation, including state registration and disclosure obligations, gift acceptance policies, and donor-advised fund arrangements. We also advise on planned giving, endowment management, the structuring of major gifts — including gifts of real property, securities, and intellectual property — and the tax consequences of charitable contributions for both organizations and donors. 

Intellectual Property 

We advise on trademark registration and brand protection, copyright ownership and licensing, content and publishing agreements, and the development of organizational IP policies. We frequently counsel associations and standard-setting bodies on intellectual property rights related to certification marks, credentialing programs, and proprietary publications. For organizations engaged in research or technology transfer, we assist with patent strategy, licensing arrangements, and collaboration agreements. 

Data Privacy and Cybersecurity 

We advise on compliance with federal and state data privacy and cybersecurity laws, including HIPAA, FERPA, state consumer privacy statutes, and data breach notification requirements. We assist with developing privacy policies, data governance frameworks, and incident response plans, and counsel organizations that collect donor, member, patient, or student data on data sharing arrangements, vendor agreements, and cross-border data transfer considerations. 

Employee Benefits and Compliance 

We advise on the design, implementation, and administration of employee benefit plans, including 403(b) and 401(k) retirement plans, health and welfare plans, deferred compensation programs, and executive benefit packages. We also counsel on compliance with ERISA, the Affordable Care Act, and Internal Revenue Code requirements specific to tax-exempt employers, as well as plan audits, fiduciary governance, and the benefits considerations unique to church plans, governmental plans, and multiemployer arrangements. 

Labor and Employment 

We advise on employment law matters specific to nonprofits, including wage and hour compliance, worker and volunteer classification, religious organization exemptions, workplace policies and handbooks, and executive employment agreements and compensation levels. We also counsel on anti-discrimination and harassment matters, leave and accommodation requirements, and employment-related aspects of organizational restructurings. 

Mergers, Affiliations, and Corporate Transactions 

We advise on mergers, acquisitions, asset sales and transfers, affiliations, and other restructuring transactions, including due diligence, regulatory approvals, employee transition issues, and the preservation of tax-exempt status. We also handle debt transactions, leasing, property transfer, and construction and renovation matters, and counsel organizations converting between nonprofit and for-profit status on the associated legal, tax, and regulatory implications. 

Bankruptcy and Financial Distress 

We counsel organizations facing financial distress on the full range of available options, including out-of-court restructuring, workouts, and forbearance arrangements, as well as formal Chapter 7 and Chapter 11 proceedings. We advise on the treatment of restricted charitable funds, donor-imposed conditions, fiduciary obligations of nonprofit boards in the zone of insolvency, and the interplay between bankruptcy law and state nonprofit corporation statutes. 

Volunteer Programs and Policies 

We advise on volunteer program design, including policies, agreements, and liability and insurance considerations. We also counsel on the legal protections available under the Volunteer Protection Act and analogous state statutes. 

Litigation and Dispute Resolution 

We represent nonprofit organizations in litigation, arbitration, and mediation across a broad range of matters, including governance disputes, contested board elections, breach of fiduciary duty claims, donor disputes and gift restriction enforcement, employment litigation, contract and vendor disputes, and challenges to tax-exempt status before the IRS and in federal court. We also defend nonprofits in regulatory enforcement actions brought by state attorneys general and advise on risk management strategies to minimize litigation exposure. 

Our Experience 

Our team of nonprofit-focused attorneys provide well-rounded legal counsel to organizations of all sizes and industries. We apply this experience to provide our clients with tailored solutions sensitive to mission for decades, building long-standing relationships with well-known organizations driven by cultural, educational, environmental, charitable, religious, and development-focused missions, among others. 

Frequently Asked Questions

What is the difference between a nonprofit corporation and a tax-exempt organization? 

A nonprofit corporation is a type of entity formed under state law. Tax-exempt status is a separate designation granted by the IRS (and often state tax authorities) that generally exempts the organization from paying federal income tax on revenue related to its exempt purpose (and certain other types of revenue). An organization must typically incorporate as a nonprofit (or be formed as a charitable trust) before applying for tax-exempt status. 

What types of tax-exempt status are available? 

The Internal Revenue Code recognizes numerous categories of tax-exempt organizations under Section 501(c), including charitable organizations (501(c)(3)), social welfare organizations (501(c)(4)), trade associations (501(c)(6)), and others. The appropriate classification generally depends on the organization’s purposes, activities, and funding. 

What is the difference between a public charity and a private foundation? 

Public charities and private foundations are both tax-exempt under Section 501(c)(3), but they differ in the regulatory requirements that apply to them and typically their sources of funding. Public charities generally must receive broad public support (although some types of 501(c)(3) organizations qualify as public charities for other reasons), while private foundations are often funded by a single source, such as a family or corporation. Private foundations are generally subject to more restrictive rules than public charities.  

Are all donations to nonprofit organizations tax-deductible? 

Tax-deductible charitable contributions are generally limited to donations made to organizations with 501(c)(3) status, though some other types of exempt organizations may also receive tax deductible contributions in some cases. Contributions to other types of tax-exempt organizations, such as 501(c)(4) social welfare organizations or 501(c)(6) trade associations, are not deductible as charitable contributions though they may be deductible as business expenses in certain circumstances. 

What governance policies should a nonprofit have in place? 

While requirements vary by state and organization type, nonprofits are generally well-served by adopting policies addressing conflicts of interest, document retention, whistleblower protections, and executive compensation, among others. The IRS Form 990 asks whether certain governance policies are in place and adopting them reflects sound organizational practices. 

Can a nonprofit engage in lobbying or political activity? 

The rules depend on the type of tax-exempt organization. Section 501(c)(3) organizations are generally prohibited from participating in political campaigns. Public charities may engage in limited legislative lobbying activity and private foundation are prohibited from engaging in any legislative lobbying activity. Other types of exempt organizations, such as 501(c)(4) social welfare organizations, have more latitude to engage in lobbying and, to some extent, political activity. Organizations should understand the specific limitations that apply to their exempt classification.