Photo of Nonprofit and Tax-Exempt Entities
Nonprofit and Tax-Exempt Entities


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:

New Nonprofits

  • Forming new nonprofits and obtaining tax exemption
  • Structuring relationships between nonprofits and for-profits to qualify for tax-exemption
  • Complex structures and groups of affiliated entities
  • Fiscal sponsorship arrangements
  • Obtaining state/local property, income and sales and use tax exemptions

Corporate Governance

  • Counseling boards on governance
  • Governance restructurings
  • Advising on Bylaws and statutory compliance
  • Conflict of Interest, fiduciary duties, ethics and best practices
  • Corporate policies and procedures
  • Preparing Board resolutions and minutes
  • Supporting board and committee meetings


  • Avoiding excess benefit transactions, private inurement and private benefit
  • Executive compensation (the “rebuttable presumption” process)
  • Operational support – e.g., negotiating and drafting contracts
  • Private foundation excise tax rules
  • Review of annual filings, including IRS Forms 990 and 990- PF
  • Unrelated business income tax
  • Public charity vs. private foundation status qualification
  • Compliance reviews / “health checks”
  • Lobbying and political campaign restrictions


  • Structuring joint ventures, complex affiliations and other arrangements between tax-exempt and for-profit organizations
  • Mergers and acquisitions
  • Strategic corporate organizational planning
  • Conversions to taxable and tax-exempt status
  • Spin-offs of divisions of a tax-exempt entity into for-profit structures
  • Dissolutions

Philanthropic Needs

  • Fundraising and charitable solicitation matters
  • Endowment funds and restricted gifts
  • Grant-making guidelines and agreements
  • Charitable solicitation registration
  • Corporate sponsorship
  • Commercial Co-Ventures/Charitable Sales Promotions

Industry-Specific Compliance

  • Healthcare-specific requirements – e.g., Section 501(r), tax-exempt PCs
  • Qualifying as a “church” or “integrated auxiliary” of a church
  • Scientific research organizations and clinical research
  • International organizations – tax compliance and charitable giving
  • Trade associations – tax exemption issues and antitrust compliance


  •  Investigations and proceedings by state attorneys general and other governmental bodies


Our Clients

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

  • Hospitals, clinics, health plans, nursing homes and other healthcare organizations
  • Social service providers
  • Scientific and medical research organizations
  • Religious and denominational nonprofits
  • International charities and “American Friends of” organizations
  • Universities, schools and educational organizations
  • Arts and cultural organizations
  • Private foundations - family foundations and company foundations
  • Trade associations, professional organizations and business leagues
  • Nonprofit news and media organizations
  • Homeowners associations and real estate and economic development organizations
  • Cause-related and advocacy organizations, such as environmental, animal rights, youth, and sports organizations

Our experience counseling a broad range of clients enables us to provide not only technical legal support, but also practical solutions tailored to each client’s particular needs.