Nonprofit

Sheppard Mullin is one of the few large international law firms with attorneys who are dedicated full-time to nonprofit organizations and tax exemption matters – and who have dedicated their careers to working with nonprofit organizations.

Our Services

Our team advises clients on the full life-cycle of a tax-exempt, nonprofit organization –from formation, to obtaining and maintaining tax-exempt status, to operational, governance and compliance matters, to corporate transactions and restructurings, and through dissolution, including in particular:

• Forming new nonprofit organizations and obtaining tax exemption
• Corporate governance – including counseling governing boards on Bylaws, policies and procedures, fiduciary duties, conflict of interest, ethics and best practices
• Preparing Board resolutions and participating in board and committee meetings
• Unrelated business income tax
• Charitable contributions and philanthropy, and charitable trusts
• Fundraising, charitable solicitation registration and charitable co-venturer arrangements
• Endowment funds and restricted gifts
• Grant-making issues and agreements
• Excess benefit transactions, private inurement and private benefit
• Operational matters, including negotiating and drafting contracts
• Executive compensation
• Private foundation excise taxes
• Lobbying limitations and political campaign prohibition
• International charitable operations and “friends of” organizations
• Joint ventures, mergers and acquisitions and consolidations
• Strategic planning and guidance relating to corporate organizational and governance and structuring for multi-entity affiliated groups, including relationships with for-profit affiliates
• Structuring joint ventures, complex affiliations and other affiliation arrangements between tax-exempt and for-profit organizations
• Spin-offs of divisions of a tax-exempt entity into for-profit structures
• “Hybrid” nonprofit/for-profit or “social enterprise” entities – benefit corporations, flexible purposes corporations, low-profit limited liability companies and benefit LLCs
• Tax-exempt financing – Qualified §501(c)(3) bonds and post-issuance compliance
• Exemption from state and local real property tax, income tax and sales and use tax
• Review of annual filings, including IRS Forms 990 and 990-PF
• Audits, investigations and proceedings by the IRS, state attorneys general and other governmental bodies
• Conversions to taxable and tax-exempt status
• Dissolutions

Sheppard Mullin also has the depth to handle a broad range of other legal needs for nonprofits –including privacy and data security, intellectual property, finance, government investigations, immigration, labor and employment, litigation, real estate, trusts and estates, tax, arbitration, bankruptcy, Tribal and Indian Law and technology transactions.

Our Clients

We represent clients across the spectrum of the nonprofit sector, including, for example:

• Sports organizations
• Environmental conservation organizations
• Youth organizations
• Animal rights organizations
• International organizations
• Arts and cultural organizations
• Private foundations – including family foundations and corporate foundations
• Universities, schools and educational organizations
• Museums
• Houses of worship and other religious organizations
• Professional organizations, business leagues and trade associations
• Homeowners Associations
• Scientific and medical research organizations
• Hospitals, academic medical centers, managed care organizations, and other healthcare organizations

In addition, we represent not only nonprofit organizations, but also individuals and families in addressing their philanthropic objectives, and for-profit businesses, such as corporations and private equity funds, in their dealings with nonprofit organizations. 

Our experience counseling such a broad range of organizations enables us to provide not only technical legal advice but also practical solutions. 

• 6 Common Concerns for Nonprofit Organizations, Metropolitan Corporate Counsel, December 2015
• "Top 5 Actions to Consider for the New York Nonprofit Law Overhaul Effective on July 1," July 2, 2014
• "SB 804 Requires California Local Health Care Districts To Obtain Fair Market Value Appraisals In Certain Asset Transfers," October 4, 2012

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