Legal counsel for nonprofit organizations
and social entrepreneurs

Services

Tax-Exempt Solutions PLLC is not your typical law firm. The firm is totally dedicated to the needs of non-profit organizations and social entrepreneurs. You shouldn’t be paying for attorneys who dabble in non-profit law. Your mission deserves the highest quality legal representation without exorbitant rates. That is what Tax-Exempt Solutions PLLC delivers. Every time.

The firm handles a wide range of legal issues, at all stages of an organization’s development, including:

Formation
We can help you choose the best business structure for your mission (including alternative forms such as Benefit Corporations, Social Purpose Corporations, and L3Cs), 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 advise you regarding the preparation of the 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 chapter affiliation 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.
Training Workshops and Public Speaking
Benjamin Takis is an experienced public speaker and frequently presents training workshops on a variety of legal issues affecting nonprofit organizations of all types and sizes. Ben has developed workshops on topics including fee-for-service revenue, tax compliance, fiduciary duties, corporate policies and best practices, reporting requirements, social entrepreneurship, contract drafting and negotiation, and more, and would be happy to develop customized workshops as needed by your organization to assist with training Board members, staff, and local chapters and affiliates.
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 draft and review employment agreements, severance agreements and employee handbooks, and 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 consequences 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 and liability purposes.
Fundraising and Corporate Sponsorship
We can assist your fundraising campaigns by guiding you through charitable solicitation rules and fundraising disclosure requirements, drafting gift acceptance policies, 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.