Nonprofit Legal Services for Charities and Other Tax-Exempt Nonprofit Organizations

Our attorneys have extensive experience advising clients on the unique legal issues facing charities and other tax-exempt nonprofits. Bromberger Law represents a wide range of nonprofits, including public charities focusing on the arts, education, advocacy, and public policy, climate change and the environment, housing and employment, racial and economic justice, and international human rights, as well as fiscal sponsors and donor-advised funds. We also represent private family and corporate foundations, social welfare organizations, trade associations, business leagues, and other tax-exempt organizations.


We offer comprehensive nonprofit legal services to our clients covering all aspects of their management and operations. Due to our broad experience advising for-profit and hybrid social enterprises, we are uniquely positioned to represent public charities that engage in commercial activities or strategic partnerships with for-profit businesses, and advise private foundations regarding program and mission-related investing. 


In everything we do for our nonprofit clients, we bring an innovative perspective and understanding of the nonprofit world’s fast-changing laws and best practices. Our nonprofit and tax-exempt services include the following:


Nonprofit Formation and State and Federal Tax-Exemptions 


Bromberger Law offers comprehensive start-up services for nonprofit organizations, including: 

  • Consulting with the organization’s founders and initial directors on the organization’s mission, tax-exempt purposes, activities, and planned operations. 

  • Providing advice regarding key governance issues, including fiduciary duties of directors and officers, conflicts of interest, board structure and committees, and indemnification rights.

  • Preparing and filing state incorporation documents for nonprofit formation.

  • Drafting initial bylaws, resolutions, and governance policies as required to comply with applicable laws and best practices.

  • Completing and filing an application with the IRS for recognition of the organization’s federal tax-exemption. 

  • Drafting responses to any follow-up questions from the IRS and providing application tracking and support until the organization receives a determination letter from the IRS recognizing its federal tax exemption.

  • Qualifying the organization to do business in its state of operation (if different from the state of incorporation).

  • Applying for state tax exemptions, such as exemption from state sales and use tax and property tax. 

  • Registering the organization to solicit charitable contributions in one or more states (if applicable).


Outside Nonprofit General Counsel Services


Bromberger Law routinely represents clients as their nonprofit general counsel, serving as their primary legal advisor and nonprofit legal services provider. We offer a wide range of services and support as outside general counsel, including participating in board meetings, strategic planning sessions, and management discussions so we can spot and address potential legal issues before they arise. We also provide comprehensive business services on such matters as governance, compliance, employment, intellectual property, contracts, commercial transactions, joint ventures, and strategic partnerships. 


Governance and Compliance Services


Bromberger Law advises tax-exempt organizations on a wide range of governance and compliance matters. 


We counsel charities and nonprofits on governance requirements and best practices, including bylaws and governance policies. We advise our clients on matters relating to fiduciary duties of officers and directors, strategies for addressing conflicts of interest and related-party transactions, board decision-making processes, documentation of board decisions, and strategies for mitigating potential legal and reputational risks. 


Compliance with the many state and federal laws and regulations that apply to charities and other tax-exempt organizations presents unique challenges. We represent clients in a number of compliance matters, including:


  • State charitable solicitation laws

  • Executive compensation

  • Excess benefit transactions

  • Private inurement

  • Lobbying and political campaign activities

  • Commercial activities and unrelated business income tax issues


Private Foundation Services


Private foundations are more heavily regulated than public charities and other tax-exempt organizations. Bromberger Law has experience working with both corporate and family foundations. We help our clients meet their compliance obligations while also furthering their social missions. Our services for private foundations include:

  • Advising private foundations on grant-making activities, policies, and procedures, including expenditure responsibility grants, recoverable grants, disaster relief payments, matching gifts, and scholarship programs. 

  • Drafting and negotiating grant agreements and advising on grantee reporting requirements.

  • Advising private foundations on the legal issues related to program and mission-related investing. 

  • Counseling U.S. foundations on international grantmaking policies and best practices and OFAC compliance.

  • Advising on matters arising under the private foundation excise tax rules, including self-dealing transactions, minimum distribution requirements, excess business holdings, jeopardizing investments, and taxable expenditures.


Nonprofit Mergers, Dissolutions, and Asset Sales


Nonprofits enter into significant corporate transactions, such as mergers, dissolutions, and substantial asset sales for many different reasons. Two organizations with similar missions may choose to merge to consolidate resources and strengthen their programs. In contrast, another organization that has fulfilled its mission or is no longer able to raise sufficient funds may choose to dissolve. Organizations may sell all or substantially all of their assets in connection with a pending nonprofit merger or dissolution, or following a board decision to streamline operations, cut existing programs, or for many other reasons.


Each of these transactions may involve a long and sometimes difficult and emotional process for the organization—they bring a number of unique practical, legal, and compliance issues. At Bromberger Law, we work closely with our clients through every step of a significant corporate transaction to ensure that the client’s objectives are met. Depending on the transaction, our work may involve negotiating the terms of the nonprofit merger or asset sale with the opposing party, conducting due diligence, preparing agreements and other documents, advising the board throughout the review and approval process, obtaining necessary regulatory approvals, and filing the documents needed to close the transaction.


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