Tax-Exempt Organizations and Governance

Practice Contacts

Tax-Exempt Organizations and Governance

Taft has extensive experience in advising tax-exempt organizations in all aspects of their governance, tax matters, and operations. We have represented thousands of nonprofit organizations, including hospitals and health care organizations, universities, colleges, educational organizations, family and corporate foundations, religious organizations, fine arts and cultural organizations, governmental entities, and social service, fraternal, social, and amateur sports organizations, as well as other charitable or nonprofit organizations. We counsel clients on a wide range of issues, including tax matters such as unrelated business income, intermediate sanctions, and joint ventures, as well as fundraising, governance, gift acceptance, and planned giving programs. Our Tax-Exempt Organizations and Governance practice is augmented by Taft attorneys who work with nonprofit organizations more generally on employment, data privacy, intellectual property, employee benefits and executive compensation, real estate, regulatory, and litigation matters.

Attorneys in the Tax-Exempt Organizations and Governance practice understand that the laws relating to charities and exempt organizations have become increasingly complex and highly specialized. Our lawyers possess a nuanced understanding of the legal issues and challenges specific to nonprofits. Just as important, we know their cultures, and we understand their callings, their language, and their goals. Drawing on these insights, we help each of our tax-exempt clients identify its distinct legal challenges and craft solutions that incorporate available legal protections, ensure compliance with applicable laws, and facilitate the activities that nurture its character and accomplish its mission. We frequently serve as outside general counsel for tax-exempt organizations as well as working to support in-house counsel on specialized and nuanced issues and understand the many and nuanced issues that such organizations face.

Our team includes lawyers who work primarily with nonprofits and focus on corporate, tax, governance, constitutional, international, and common operations issues, as well as provide support for charitable gift planning and donor relations matters. With the help of our colleagues throughout the firm, our team is able to provide sophisticated guidance on every aspect of nonprofit’s operations, helping each organization navigate the distinct nonprofit legal landscape as it works toward accomplishing its mission.

Representative Services

Taft counsels tax-exempt entities in all aspects of their operation and activities, including:

Organization and operation of tax-exempt corporations, including advice regarding governing documents (Articles of Incorporation and Bylaws), applying for and maintaining tax-exempt status, conflict of interest policies, director and officer liability indemnification, and insurance issues;
Unrelated business income tax rules, including application of rules to fundraising, corporate sponsored events, sale of goods and services, and other business operations;
Participation of tax-exempt organizations in partnerships and joint ventures, limited liability companies, and formation of taxable subsidiaries;
Relationships between tax-exempt organizations and for-profit affiliates and subsidiaries;
Mergers, consolidations, reorganizations affiliations, and other combinations, as well as divisions and dissolutions;
Debt issues, finance, tax-exempt bond financing, and other loan transactions.
Religious organization matters across many different faith traditions (see our Faith-Based Organizations group description for more information)
Health care issues (see our Health Care & Life Sciences group description for more information);
Planned giving programs, including charitable remainder trusts, charitable lead trusts, pooled income funds, gift annuities, gifts of life insurance, real estate, and closely held business interests, and gift acceptance policies;
Educational organization matters (see our Higher Education group description for more information);
Organization and operation of family and corporate private foundations and supporting organizations, including advice regarding due diligence and expenditure responsibility;
Property and sales tax exemptions;
Compliance with state registration, charitable solicitation, and other rules and regulations;
Tax return reporting and compliance;
Employment law issues, employee benefits and volunteer liability, including child protection policies and controversies;
International structure, operations, transactions, and registrations, as well as immigration matters and foreign grantmaking;
Intellectual property, including trademark, copyright, publishing, media, and licensing;
Litigation and Alternative Dispute Resolution;
Real estate acquisitions, mortgages, leases, and environmental compliance; and
Data protection, transfer, and privacy strategies.