Tax-Exempt Organizations

Additionally, Venable operates the Venable Foundation, its own charitable vehicle, to promote the health and well-being of the communities where Venable’s clients and attorneys work and live. As such, we are more than just attorneys—we are partners with our clients in bettering our cities and communities.

We provide legal guidance and counsel at each stage of the life cycle of nonprofit organizations, from entity formation and recognition of federal tax-exempt status to dissolution and notifying the Internal Revenue Service (IRS) of termination. We can advise on the full range of operational, transactional and strategic issues that may arise over the course of a nonprofit organization’s existence.

Day-to-Day Compliance

We advise our clients on the tax implications of their day-to-day activity. We provide guidance on structuring charitable gifts and on substantiation and disclosure of charitable contributions, compliance with annual reporting requirements, disclosure of information, and more. We counsel private foundations on how to avoid excise taxes under Chapter 42 of the Tax Code, including the prohibition on self-dealing. Similarly, we advise public charities on the avoidance of excess benefit transactions and the importance of adopting policies and procedures necessary to garner the rebuttable presumption under the intermediate sanction regulations.

Restructuring without Losing Your Tax-Exempt Status

We are also frequently asked to assess the corporate and tax implications associated with the restructuring of tax-exempt entities or for help in implementing a restructuring plan. To help clients best meet their objectives in the most efficient manner, we can suggest approaches that may involve forming new entities such as parent companies, fundraising corporations, supporting organizations, holding companies, and for-profit subsidiaries. At times, the complexity of a client's needs may also merit securing rulings from the IRS so that the restructuring does not adversely affect the client's tax-exempt status.

Retaining Your Tax-Exempt Status

Clients call us for advice on issues critical to maintaining their tax-exempt status and related corporate governance issues. The questions often hinge on whether activities such as employment arrangements or business ventures jeopardize tax-exempt status due to—or generate income subject to—unrelated business income tax (UBIT). We provide guidance on notifying the IRS of changes in operation and, when necessary, provide representation in cases of IRS audit.

Filing Form 990 and Complying with Compensation-Reporting Rules

We advise on issues presented in Form 990 filings. In addition to reviewing the filing, we may prepare governance documents and help clients structure executive compensation programs, including Section 403(b) tax-sheltered annuity programs and Section 457 deferred compensation plans. 

Advice and Support in Every Area of Nonprofit Activity

Although nonprofit tax rules differ from corporate tax regulations, nonprofits otherwise face many of the same legal problems facing for-profit companies.

Venable provides legal advice within the nonprofit context in every area of the law. For example, our labor and employment lawyers advise tax-exempt clients on employment contracts, severance arrangements, and discrimination claims. And our intellectual property attorneys help nonprofits register trademarks, negotiate licensing and royalty agreements, and create websites. In the real estate area, Venable is a leader in partnership structuring, and drafting and negotiating low-income housing tax credits and historic rehabilitation tax-credit transactions.

Client Focus

• Corporate foundations
• Family foundations
• Hospitals
• Private Foundations
• Public charities
• Schools
• Title holding companies
• Trade associations