Forming and Representing the Nonprofit Organization

Until about 10 years ago, there was a solid, impenetrable wall between business and "for profit" corporations, on the one hand, and charitable or "nonprofit" corporations on the other. A business corporation's primary responsibility was to maximize profit for its shareholders, while a nonprofit corporation's primary responsibility was to fulfill its charitable mission.  Recent changes in the law, as well as a growing public sentiment that business corporations should serve stakeholders other than shareholders, have blurred the distinction between for-profit and nonprofit entities in many states.

Nonprofit organizations are legal entities (mostly corporations) that are exempt from federal and state income, sales, property and other taxes.  Some nonprofit organizations, known as public charities or "501(c)(3) exempt organizations," can also accept tax-deductible donations from individuals and other entities. Representing a nonprofit organization requires an in-depth knowledge of two types of law: the state corporation laws governing "nonstock" or charitable entities which govern their formation, operation and financing, and the federal and state tax laws granting exemption from taxes for such entities.  

In this program, Cliff Ennico, a leading attorney expert in the legal and tax issues facing entrepreneurs and early-stage companies and author of sixteen books, will walk attorneys through the basics of forming and representing nonprofit organizations.

Learning Objectives:

1. Discuss the difference between "doing good" and "doing well"

2. Understand the differences between Nonprofit Organizations, Benefit Corporations, and so-called "B Corps"

3. Identify the three types of nonprofits: 501(c)(3) Public Charities, Member-Driven Organizations, and Private Foundations

4. Assess Charitable vs. Noncharitable (Member-Benefit) Corporations Under State Law and the Internal Revenue Code

5. Obtain 501(c)(3) Tax-Exempt Status for Charitable Corporations

6. Assess Tax Exemptions for Noncharitable (Member-Benefit) Corporations and Private Foundations

7. Establish Governance and Operations of the Nonprofit Organization

8. Discuss issues with Cross-Border Operations 

9. Understand Finance, Financial Reporting, Fiscal Sponsorship and Fundraising

10. Annual IRS Reports and Unrelated Business Taxable Income

11. Assist clients with Merging and Combining For-Profit and Nonprofit Corporations

12. Dissolve and Liquidate Nonprofit Organization