Takis Nonprofit Law PLLC is not your typical law firm. The firm is totally dedicated to the needs of nonprofit organizations. You shouldn’t be paying for attorneys who dabble in nonprofit law. Your mission deserves the highest quality legal representation without exorbitant rates. A law firm that understands the day-to-day needs of nonprofits and is laser focused on the sustainability of your mission. The following is a summary of the types of clients Takis Nonprofit Law PLLC represents and the areas of law in which the firm practices.
501(c)(3) public charities are a staple of the firm’s practice. From educational organizations, health and anti-poverty charities, and religious organizations, to journalistic nonprofits, “friends of” organizations supporting international philanthropy, historic preservation organizations, and everything in between, the firm works constantly with public charities of all types and sizes through each stage of their development. This includes formation and Form 1023 applications for 501(c)(3) status, issued raised by growth and expansion, reinstatement of 501(c)(3) status following revocation, and, sometimes, dissolution.
LOBBYING AND ADVOCACY GROUPS
As a DC law firm, Takis Nonprofit Law is very familiar with lobbying and advocacy groups focused primarily on changing public policy, particularly 501(c)(4) social welfare organizations. The firm works with lobbying and advocacy groups on a variety of issues including formation, Form 8976 notifications, and Form 1024-A applications, as well as compliance with rules related to lobbying, political activity and other requirements of the 501(c)(4) tax exemption.
The firm works regularly with family foundations, private operating foundations, and other types of grant-making institutions. Private foundations are subject to requirements that are far more stringent and complex than those applicable to other types of 501(c)(3) organizations. The firm is well versed in these rules, and can help you navigate the self-dealing rules, excess business holding restrictions, required distribution rules, rules relating to investments, restrictions on grant-making activities, and other private foundations laws to ensure that your foundation avoids excise taxes and maintains its tax-exempt status.
The nonprofit community includes much more than the usual 501(c)(3), 501(c)(4), and 501(c)(6) organizations. The firm also works with 501(c)(7) social clubs, 501(c)(8) and 501(c)(10) fraternal societies, 501(c)(19) veterans organizations, and taxable nonprofits, and can help you navigate the special rules and considerations that apply to these types of entities.
The firm has numerous high-profile 501(c)(6) trade association clients across a range of different industries, and is attuned to their unique need to provide value to their membership while elevating the standards of their industry and its perception among the public. The firm regularly advises trade associations on matters including membership governance issues, special tax rules such as 6033(e) reporting and notice requirements, antitrust laws, dealings with related entities, and negotiation of agreements related to annual conferences.
The firm embraces new efforts to help charitable causes through for-profit businesses and “hybrid” entities such as benefit corporations. The firm can help you decide the best structure for your company’s philanthropic goals, vet potential charitable partners, and navigate rules regarding commercial co-ventures and professional solicitor registration requirements.
Formation AND FORM 1023/1024 APPLICATIONS
The firm has guided hundreds of new nonprofits through the process of formation and obtaining tax-exempt status. Through this process, the firm will work with you to design the best entity and board structure for your mission, choose the state of incorporation, draft your governing documents (Articles of Incorporation, Bylaws, and corporate policies), help you get a tax ID number (EIN) and obtain the necessary registrations and certifications under state law. Once your organization is formed, the firm can guide you through the process of obtaining federal tax-exempt status using the Form 1023, Form 1023-EZ, Form 1024, or Form 1024-A, as well as exemption from state income tax and sales tax.
With years of experience practicing at one of the country’s top labor firms, the firm is uniquely qualified to advise on employment law and employee benefits issues affecting nonprofit organizations. The firm can guide you through the process of employee terminations, draft and review employment agreements, severance agreements, and employee handbooks, and help you comply with the myriad employment laws under federal and state law (including anti-discrimination laws, minimum sick leave requirements, the Family & Medical Leave Act, the Fair Labor Standards Act, and more), as well as the proper classification of “employees” and “independent contractors,” employment tax responsibilities and tax withholding requirements.
FUNDRAISING AND CORPORATE SPONSORSHIP
The firm can assist your fundraising campaigns by guiding you through charitable solicitation rules and donation acknowledgment requirements, drafting gift acceptance policies, and reviewing any agreements with professional fundraisers. If your organization is a 501(c)(3) public charity, the firm can advise whether your fundraising efforts are consistent with the “public support” rules to help you avoid classification as a private foundation. And if you have corporate sponsors, the firm can help structure your sponsorship benefits and draft corporate sponsorship agreements to minimize unrelated business income tax on your organization.
IRS audits and tax controversies can be stressful, but happen from time to time. If your organization has received notice of a pending IRS audit, the firm can guide you through the process by reviewing your records and spotting issues that may come up (such as challenges to your organization’s tax-exempt status, potential unrelated business income tax owed, and excise taxes for “excess benefits” paid to “disqualified persons” under the intermediate sanctions rules. If the IRS disputes your tax-exempt status or seeks payment of additional taxes, the firm can represent you throughout the process, advocating on your behalf, ensuring that the IRS complies with procedural rules, and negotiating abatement of any penalties.
GRANT SUPERVISION AND DUE DILIGENCE
Making grants to other organizations involves special responsibilities, especially when grants are made to organizations that operate overseas and/or do not have 501(c)(3) public charity status. The firm can help by drafting grant agreements, guiding you through the due diligence process (including checking grant recipients against the applicable government anti-terrorism lists), and designing a reporting process to help you ensure that grant funds are used for their intended purpose and have the impact you desire.
The federal tax rules applicable to tax-exempt organizations is a core expertise of the firm, such as the rules governing transactions with directors and officers (the private inurement and intermediate sanctions rules), the private benefit rule and commerciality doctrine, restrictions and limits on political and lobbying activities, and the public charity status qualifications (the public support tests and supporting organization status). The firm can also help you identify activities that are outside of the scope of your tax-exempt purpose to minimize unrelated business income tax (UBIT) and ensure that you do not lose your tax exemption.
CONTRACT DRAFTING AND NEGOTIATION
From basic service provider agreements with vendors and consultants, media production agreements, and image and liability releases, to corporate sponsorship agreements, grant agreements, CRM and AMS software agreements, and complex license agreements, the firm can help draft, review, and negotiate your contracts to get the best possible terms for your organization. If your organization works closely with related entities, the firm can draft employee lease and office expense sharing agreements to maintain the separateness of the organizations for tax and liability purposes.
Supporting a charity by donating a portion of the proceeds from the sale of goods or services is an increasingly popular and effective form of philanthropy. But these arrangements raise a number of significant legal issues, including compliance with state “commercial co-venture” laws. The firm can work with you to draft commercial co-venture agreements and advise on all elements of the transaction to ensure that arrangement is carried out in way that is transparent, ethical, and consistent with applicable law.
UPMIFA and management of gifts and investments
The Uniform Prudent Management of Institutional Funds Act (UPMIFA) is a model code adopted at the state level that governs investment decisions relating to endowments and other institutional funds, as well as compliance with donor-imposed restrictions on charitable gifts. The firm can advise your board and leadership team regarding its responsibilities under the applicable UPMIFA statute with respect to its investments and restricted assets.
NATIONAL, CHAPTER, & AFFILIATE RELATIONSHIPS
If your organization wishes to establish local chapters or affiliates, the firm 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. The firm also help with any issues that arise during the course of the national and local relationship, such as compliance with national organization rules and policies, revocation of the affiliate charter, and reinstatement of chapters that have had their tax-exempt status revoked for failure to keep up with federal tax filing requirements.
LEGAL RISK ASSESSMENTS
The firm believes that both the client and the attorney are better off when areas of legal risk are addressed before they become costly emergencies. The firm 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.
The firm can help design a governance structure that enables your organization to function smoothly and project the right image to potential donors and the IRS. The firm works hand in hand with your leadership team to ensure that the board and executive officers understand their fiduciary duties and how to navigate meeting and voting rules, including notice and quorum requirements, due diligence, and the drafting of meeting minutes. The firm also frequently drafts, reviews, and revises Articles of Incorporation, Bylaws, and corporate policies including conflict of interest policies, record retention policies, whistleblower policies, gift acceptance policies, compensation policies, expense reimbursement policies, board fundraising policies, and more.
REORGANIZATION AND DISSOLUTION
If your organization is merging with another organization, restructuring, or spinning off one or more programs to another entity, the firm can advise on the necessary transactions, help with due diligence, draft the required documents, and help you navigate the board and member approval process. If your organization is dissolving, the firm can assist in the winding down of operations, the distribution of assets consistent with state law and federal tax requirements, and the drafting and filing of Articles of Dissolution.
Whether your organization is looking to be fiscally sponsored by an existing 501(c)(3) public charity or wishes to be a fiscal sponsor to a new project, the firm is well-versed in the array of different fiscal sponsorship models (including “Model C” pre-approved grant relationships and “Model A” and “Model B” sponsor-controlled projects). The firm can work with you to devise the fiscal sponsorship structure that works best for your goals, and draft a fiscal sponsorship agreement that will hold up under tax and legal scrutiny.
COMPLEX STRUCTURES AND JOINT VENTURES
Nonprofit organizations are engaged in a wider array of activities than ever before. The firm can help you pursue your mission to its fullest potential with the least possible risk of liability or unwanted tax consequences by organizing these activities through subsidiary nonprofit and for-profit entities. For example, the firm has particular experience creating structures comprising 501(c)(3) educational organizations, 501(c)(4) lobbying groups, and for-profit subsidiaries. The firm 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, the firm can help you ensure that these activities are consistent with your tax-exempt purpose.
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. Ben has developed workshops on topics including how to start a new nonprofit, the legal consequences of fee-for-service revenue, lobbying and political activity, corporate governance best practices, 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.