Philanthropy & Tax-Exempt Organizations

Schell Bray’s philanthropy and tax-exempt organizations practice has the breadth of experience and depth of knowledge to help our charitable and other nonprofit clients innovate and achieve their missions while keeping compliant with applicable laws. Our attorneys provide high level and practical legal counsel that comes from decades of experience in - and a deep commitment to - the nonprofit sector and its component organizations.

From start up to dissolution, we advise our tax-exempt clients on the range of tax and corporate issues they face. Our clients cut across the spectrum of nonprofit organizations and include colleges and universities, private foundations, community foundations, supporting organizations, and operating charities. Our clients benefit from the experience of attorneys focused on tax exempt organizations as well as the expertise of colleagues in our other practice groups. Whether the issue is simple or complex, Schell Bray is ready to assist tax-exempt organizations in a range of issues with a personal touch and at affordable rates. Some of the issues we frequently assist our clients with include:

Organization Formation

  • Counseling on the appropriate structure for and activities of a nonprofit entity or other social enterprise
  • Drafting of appropriate and well-thought out governing documents
  • Filing formation documents and guiding clients through the start-up phase

Maintaining Compliance

  • Obtaining and maintaining tax-exempt status
  • Unrelated business income taxation
  • Lobbying compliance, including federal tax regulations and lobbying disclosure rules
  • Charitable solicitation licensing and the structuring of large or complex charitable gifts

Organizational Governance

  • Developing and maintaining sound board governance policies and procedures
  • Advising on executive compensation matters and other potential excess benefit or self-dealing transactions
  • Governance issues in complex organizations or families of organizations

Special Compliance Concerns for Philanthropy                

  • Advising community foundations and donor-advised fund sponsors on general operations and compliance with rules enacted under the Pension Protection Act, including taxable distribution, and impermissible benefits
  • Counseling private foundations on all aspects of operations, including grantmaking to organizations and individuals, taxable expenditures, and excess business holdings
  • Program-related and impact investing

Complex Transactions and Organizational Changes

  • Mergers and other strategic combinations
  • Sophisticated transactions, including joint ventures and program partnerships
  • Dissolution and wind down of operations