Services

Kavanagh Rhomberg LLP focuses on nonprofit governance, the requirements and restrictions of tax-exempt status, and charitable giving. Areas of practice include:

FORMATION OF NONPROFITS AND TAX-EXEMPT STATUS
All aspects of forming a new nonprofit organization, including advice about what type of nonprofit to create to meet your goals, incorporation and bylaws, and preparation of applications for federal and California tax exemptions.

NONPROFIT GOVERNANCE AND POLICIES
Advice on board structure and functioning, bylaw amendments, organizational policies (such as conflict of interest, gift acceptance, and endowment policies), officer and director fiduciary duties, and guidance on handling transactions between the organization and its officers or directors.

PLANNED GIVING, CHARITABLE GIVING, AND CROWDFUNDING
Drafting charitable remainder trusts, charitable gift annuity agreements, and pledge agreements; structuring and determining the tax implications of charitable gifts; advice on California regulatory requirement to issue charitable gift annuities in the state; advising on crowdfunding structuring.

NONPROFIT MERGERS AND DISSOLUTIONS
Preparing merger agreements and corporate documents to merge two nonprofits, or to dissolve a nonprofit that is ceasing operations or transferring its programs to another organization; preparing Attorney General notices and handling Secretary of State filings.

UNRELATED BUSINESS INCOME TAX
Advice on what constitutes unrelated business taxable income, and structuring revenue generating activities to minimize tax.

LOBBYING AND POLITICAL ACTIVITIES
Guidance on the federal tax rules limiting the lobbying and political activities of tax-exempt organizations, including what is considered lobbying for Section 501(c)(3) charitable and educational organizations, and how much lobbying they can do; what activities will be considered campaign intervention or attempts to influence candidate elections; limits on political activities of Section 501(c)(4), (5), and (6) organizations; and tax rules for Section 527 political organizations.

IMPACT INVESTING
Advice on mission related investing, program related investments, and impact investing; guidance on social enterprises and hybrid organizations.

PRIVATE FOUNDATIONS
Compliance with the additional tax rules applicable to private foundations, including avoiding self-dealing transactions, grant compliance, program related investments, excess business holdings, out of corpus distributions, set asides, equivalency determinations, and funding advocacy.

PUBLIC CHARITIES
Structuring a nonprofit to qualify as a public charity rather than a private foundation; supporting organizations; grant compliance for public and community foundations.

NON-CHARITABLE EXEMPT ORGANIZATIONS
Advice on qualifying for and retaining tax-exempt status for nonprofit organizations that are not charitable, including Section 501(c)(4) social welfare and advocacy organizations; Section 501(c)(5) labor, agricultural, and horticulture organizations; Section 501(c)(6) business and professional associations; Section 501(c)(7) social clubs, and Section 527 political organizations.

FISCAL SPONSORSHIP AND DONOR-ADVISED FUNDS
Drafting fiscal sponsorship policies and agreements; advice on rules for donor-advised funds, such as taxable distributions, prohibited benefits, excess benefit transactions, and excess business holdings.

GRANTMAKING AND INTERNATIONAL ACTIVITIES
Drafting grant agreements and grant compliance policies; guidance on grants to non-charities, including expenditure responsibility and equivalency determinations.

STRUCTURING RELATIONSHIPS BETWEEN AFFILIATED NONPROFITS
Advice on permissible relationships between Section 501(c)(3) charities and affiliated social welfare, labor, or business and professional associations; drafting resource sharing agreements and policies.

ENDOWMENTS AND DONOR-RESTRICTED FUNDS
Advice on compliance with or modification of donor restrictions; drafting endowment and gift agreements; drafting endowment policies; and compliance with California’s Uniform Prudent Management of Institutional Funds Act.

REVIEW OF FORMS 990 AND 990-PF
Review and advise on information returns in the Form 990 series for public charities, private foundations, and other nonprofit organizations required to file Form 990.

phi·lan·thro·py, n, altruistic concern for human welfare.