Tax-Exempt Organizations

Whether you need counsel on how to form a new charity and obtain tax exempt status, or on how to protect and retain your tax-exempt status, or need guidance through an IRS audit or advice on any other business issue that affects your nonprofit organization, Venable attorneys can provide efficient, dependable direction. Our counsel is grounded in a rich understanding of tax and business law, drawing on our vast experience advising hundreds of nonprofits, including some of the nation’s leading charities.

Venable attorneys are leaders in anticipating, addressing and resolving the full range of tax, corporate and compliance issues that confront all types of nonprofit organizations. The firm has more than 50 attorneys focused on nonprofit issues, including former government counsel with the IRS Chief Counsel’s Office, Joint Committee on Taxation, Senate Finance Committee, and the U.S. Department of Justice, Tax Division.

We represent more than 600 nonprofit organizations, including many hospitals, schools, corporate and family foundations, trade associations and other tax-exempt organizations. Representing this diverse client base allows us to both offer technical advice as well as deliver practical business guidance and suggestions. Our clients are routinely pleased to learn that we have previously addressed similar problems for other clients in the past.

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


We have advised:

  • A multi-billion-dollar pension trust on UBIT in connection with its real estate investments
  • A foundation investing in off-shore hedge funds
  • A national sports federation on avoiding UBIT with regard to corporate sponsorships
  • A nonprofit in making a favorable settlement with the IRS, which was seeking millions of dollars in taxes and penalties
  • A religious charity engaged in affordable-housing projects
  • A trade association on restructuring to protect its funds from creditors
  • Nonprofit organizations in IRS audits dealing with UBIT and employment tax issues
  • Private foundations making grants abroad
  • Two major nonprofit hospital chains in their merger

Government Experience

More than 50 attorneys focused on nonprofit issues, including former government counsel with the:

  • IRS Chief Counsel's Office
  • Joint Committee on Taxation
  • Senate Finance Committee
  • U.S. Department of Justice, Tax Division


  • Legal 500
    • Not-for-Profit, 2012 – 2023
    • Leading Lawyer, Not-for-Profit, 2012 – 2013, 2019 – 2020
  • U.S. News – Best Lawyers
    • Best Law Firms, Nonprofit/Charities Law (Tier 1), National, 2011 – 2016
    • Best Law Firms, Nonprofit/Charities Law (Tier 1), Baltimore, 2020, 2023
  • American Bar Association, Outstanding Nonprofit Lawyer of the Year, 2020
  • Association of Corporate Counsel, Exclusive Sponsor, Nonprofit Organizations Committee
  • The Best Lawyers in America
    • Tax Law, 1993 – 2022 (Venable attorneys selected for inclusion)
    • Nonprofit/Charities Law, 2006 – 2007, 2010 – 2020 (Venable attorneys selected for inclusion)