Legal counsel for nonprofit organizations
and social entrepreneurs

Services

Tax-Exempt Solutions PLLC is committed to delivering the highest quality legal representation to the non-profit sector with affordable rates and flexible billing arrangements. The firm’s guiding philosophy is that organizations benefit most from legal advice that is practical and tailored to their mission. We provide counsel to further your goals, not to create roadblocks. That is why we take the time to fully understand the nature of your organization and your concerns before charging you for billable time. You will not be billed for initial consultations or for research that is not absolutely essential to the task at hand. Further, we don’t run up your bills with unnecessary memos or charges for general office expenses. Whenever possible, we will work with you to deliver legal services on a flat-fee or capped-fee basis.

In addition, with Tax-Exempt Solutions PLLC, you get more than an attorney. You get a trusted advisor who is familiar with your organization’s needs and available to offer insights on any number of strategic and logistical issues. Think of us as your “outsourced general counsel.” If our services cannot resolve your issue efficiently and effectively, we can help you find the right service provider from among our large network of accountants, attorneys, and consultants specializing in non-profit organizations. And we are happy to work with outside counsel, pro bono counsel or in-house counsel when collaboration best serves the client’s interests.

We handle a wide range of legal issues, including:

Formation

We can help you choose the best business structure for your mission (including alternative forms such as L3Cs and Benefit Corporations), draft your governing documents and obtain the necessary certifications under state law. Once your organization is formed, we can guide you through the process of obtaining tax-exempt status under federal and state law. While you are awaiting confirmation of your tax-exempt status, we can assist with fiscal sponsorship arrangements so that you can begin serving your mission without delay.

Tax Compliance

We can help you comply with federal and state tax rules applicable to tax-exempt organizations (including rules governing compensation of officers and board members), and assist in the preparation of your annual Form 990. We can also identify activities that are outside of the scope of your tax-exempt purpose to minimize unrelated business income tax and help to ensure that you do not lose your tax exemption. If the IRS disputes your tax-exempt status or seeks payment of additional taxes, we can represent you throughout the process, advocating on your behalf, ensuring that the IRS complies with procedural rules, and negotiating abatement of any penalties.

Private Foundations

Private foundations are subject to requirements that are far more stringent and complex than those applicable to other types of 501(c)(3) organizations. We are well versed in these requirements, and can help you navigate the self-dealing rules,
restrictions on lobbying and political activity, requirements regarding investments and required distributions, reporting requirements and other restrictions on your grant-making activities, to ensure that your foundation avoids excise taxes and
maintains its tax-exempt status.

Lobbying and Political Activity

We can guide you through the complex rules relating to direct lobbying, grassroots advocacy programs, and political campaign activity. We can help you understand which activities do, and do not, constitute lobbying or political activities, to ensure that you comply with the rules governing your tax exemption and accurately report your non-deductible contributions.

Legal Risk Assessment

We believe that both the client and the attorney are better off when areas of legal risk are addressed before they become costly emergencies. We can perform a legal risk assessment for your organization, reviewing your corporate records, policies
and procedures, employee handbook, insurance and business contracts, and other relevant documents to identify the areas of highest risk of legal or tax liability. We can then formulate a practical and workable plan to fix these areas, helping your
organization function more safely and productively.

National, Chapter, and Affiliate Relationships

If your organization wishes to establish local chapters or affiliates, we can draft operating agreements, policies, and model documents to lower the risk of liability or damage to your organization’s reputation, and put together a group exemption
application or assist your affiliates in obtaining tax-exempt status on their own. We can also help with any issues that arise during the course of the national and local relationship.

Tax and Business Planning for Artists and Arts Groups
As a former professional musician, and current leader of an acclaimed local band, Ben has a special affinity with artists, and is dedicated to supporting a thriving arts community. We often serve artists and arts groups at discounted rates, and can offer assistance on a range of tax and business issues, including business formation, tax reporting and withholding, and taxation of nonresident aliens (including the preparation and negotiation of Central Withholding Agreements with the IRS).

Governance

We can design a governance structure that enables your organization to function smoothly and projects a professional and independent image to potential donors and the IRS. We can help to ensure that your organization operates in compliance with corporate governance rules under state law, and with the lowest possible risk of liability to its founders and board members. Additionally, we can help maintain the integrity of your organization by drafting the policies and procedures required or encouraged under federal law, and by drafting or reviewing corporate resolutions, minutes, and amendments to your articles and bylaws.

Employment Law and Employee Benefits Issues

With years of experience practicing at one of the country’s top labor firms, we are uniquely qualified to advise on employment law and employee benefits issues affecting non-profit organizations. We can help you understand the myriad employment laws under federal and state law (including antidiscrimination laws, wage deduction laws, the Family & Medical Leave Act, the Fair Labor Standards Act, and more), as well as tax issues such as the proper classification of “employees” and “independent contractors,” employment tax responsibilities and tax withholding requirements. We are also well versed in ERISA and the tax rules governing qualified and non-qualified employee benefit plans (including 403(b) plans), with special expertise in the complex deferred compensation rules unique to tax-exempt organizations (including 409A, 457(b) and 457(f) plans). We can review your severance, sick leave and other compensation policies to make sure that these plans do not run afoul of deferred compensation rules and thereby create adverse tax consequence for your employees.

Business Transactions

From basic office leases and agreements with vendors and consultants to complex license and insurance agreements, we can negotiate and review your transactions to get the best possible terms for your organization. If your organization works closely with related entities, we can draft employee lease and office expense sharing agreements to maintain the separateness of the organizations for tax purposes.

Fundraising and Corporate Sponsorship

We can assist your fundraising campaigns by guiding you through charitable solicitation rules and fundraising disclosure requirements, and by reviewing any agreements with professional fundraisers. If your organization is a 501(c)(3) organization, we can advise whether your fundraising programs are consistent with the “public support” rules so that you avoid classification as a private foundation. And if you have corporate sponsors, we can help structure your sponsorship programs to minimize unrelated business income tax on your organization.

Reorganization and Dissolution

If your organization is merging with another organization or restructuring, we can advise on the necessary transactions and draft the required documents. If your organization is dissolving, we can assist in the winding down of operations and the distribution of assets consistent with state law and federal tax requirements.

Complex Structures and Joint Ventures

Non-profit organizations are engaged in a wider array of activities than ever before. We can help you pursue your mission to its fullest potential with the most advantageous tax treatment possible by organizing these activities through subsidiary non-profit and for-profit entities. For example, we have particular experience creating structures comprising 501(c)(3) educational organizations, 501(c)(4) lobbying groups, and for-profit subsidiaries. We can advise on the creation of similar structures that are tailored to your mission and compliant with IRS rules. If you partner with outside organizations in joint ventures, we can ensure that these activities are consistent with your tax-exempt purpose.