Nonprofit Law

A nonprofit attorney provides specialized legal counsel to charitable organizations, religious institutions, schools, foundations, and community groups, covering everything from initial formation and IRS tax-exempt status to ongoing governance, contracts, compliance, and litigation defense. Nonprofits operate under a distinct and demanding legal framework: they face IRS scrutiny, state charity registration requirements, board governance obligations, and employment laws, all while protecting a mission rather than generating profit. Whether you are launching a new nonprofit, managing a growing organization, or navigating a legal dispute, experienced nonprofit legal counsel helps you protect your tax-exempt status, fulfill fiduciary duties, and operate with confidence.

A nonprofit attorney provides a broad range of legal services tailored to the unique needs of mission-driven organizations, including: nonprofit formation and incorporation, 501(c)(3) and other tax-exempt status applications, bylaws and governance document drafting, board governance and fiduciary duty counsel, contract drafting and review, employment law compliance, donor and grant agreement review, intellectual property protection, state charity registration and compliance, and litigation defense in state and federal courts. Many nonprofits also benefit from ongoing fractional general counsel services; a cost-effective alternative to full-time in-house legal staff that provides consistent, senior-level legal support.

Our firm represents a wide range of nonprofit and tax-exempt organizations, including 501(c)(3) public charities, religious organizations and churches, faith-based schools and educational institutions, community development organizations, arts and cultural nonprofits, advocacy organizations, and social service agencies. We understand that each type of nonprofit faces different legal considerations. A church navigating religious land use law has very different needs than a private foundation managing grant-making compliance  and we tailor our counsel accordingly.

Starting a nonprofit organization involves several distinct legal steps that must be completed correctly to protect your mission and qualify for tax-exempt status. The process typically includes: choosing the appropriate legal entity type (usually a nonprofit corporation), selecting a state of incorporation, drafting and filing articles of incorporation, creating compliant bylaws and board governance policies, holding an organizational board meeting, applying for a federal Employer Identification Number (EIN), registering with your state’s charity or solicitation registry if required, and applying for federal 501(c)(3) tax-exempt status with the IRS. Errors or omissions at any stage can delay your tax-exempt status, expose board members to personal liability, or jeopardize future fundraising. An experienced nonprofit formation attorney guides you through every step efficiently and correctly.

Yes. Obtaining 501(c)(3) tax-exempt status from the IRS is one of the most important and complex steps a new nonprofit takes. The application process requires submitting IRS Form 1023 (or the streamlined Form 1023-EZ for qualifying smaller organizations) along with detailed supporting documentation: your articles of incorporation, bylaws, a conflict of interest policy, a description of planned programs and activities, financial projections, and information about your board and compensation practices. The IRS scrutinizes these applications carefully, and errors or incomplete submissions frequently result in delays or rejections. Our attorneys prepare and file your complete 501(c)(3) application, respond to any IRS follow-up questions, and help ensure your governing documents meet all requirements and giving your organization the strongest possible path to approval.

Nonprofit bylaws are the foundational legal document that governs how your organization operates — establishing your board structure, officer roles and responsibilities, meeting and voting procedures, conflict of interest policies, amendment processes, and dissolution procedures. Along with your articles of incorporation, bylaws are required by most states for nonprofit corporations and are a core component of your IRS tax-exempt application. Well-drafted bylaws protect your organization from internal governance disputes, clarify decision-making authority, and demonstrate to funders, donors, and regulators that your nonprofit is well-managed. Outdated or poorly written bylaws, by contrast, are a common source of board conflicts and legal liability. Our firm drafts and reviews nonprofit governing documents to ensure they are legally sound, operationally practical, and aligned with your mission.

Nonprofits enter into legally binding contracts regularly. The stakes are often high, since a problematic agreement can threaten funding, operations, or tax-exempt status. Our attorneys draft and review a wide range of nonprofit contracts, including: donor gift and pledge agreements, restricted and unrestricted grant agreements, government and foundation grant contracts, vendor and service provider agreements, employment and independent contractor agreements, facility use and lease agreements, professional services contracts, fiscal sponsorship agreements, and program partnership agreements. Having legal counsel review contracts before execution is one of the highest-value legal services a nonprofit can access.

Yes. Nonprofit employment law is a complex and often overlooked area of risk. Nonprofits must comply with the same federal and state employment laws as for-profit businesses,  including wage and hour regulations, anti-discrimination laws, FMLA, ADA, and OSHA,  while also navigating issues unique to the sector, such as volunteer classification, religious organization exemptions, and grant-funded staff management. Our attorneys help nonprofits develop compliant employee handbooks, structure appropriate compensation practices, properly classify employees and independent contractors, manage terminations and workplace investigations, and respond to EEOC charges or employment claims. Proactive employment compliance protects your staff, your donors, and your mission.

Nonprofit compliance is an ongoing obligation that requires active attention. Key annual and recurring requirements include: filing IRS Form 990 (the annual information return required for most tax-exempt organizations), renewing state charity registration in every state where you solicit donations, maintaining accurate board meeting minutes and records, adhering to your bylaws and conflict of interest policy, managing restricted fund compliance, and ensuring executive compensation is reasonable and documented. Failure to meet these obligations can result in IRS penalties, loss of tax-exempt status, state enforcement actions, or donor and reputational harm. Our firm provides ongoing nonprofit compliance counsel to help organizations stay current with all requirements.

Yes. When a nonprofit faces a legal dispute, the stakes extend beyond financial exposure and litigation can threaten leadership, donor relationships, and the organization’s ability to fulfill its mission. Our firm provides full litigation representation for nonprofits in state and federal courts, including defense of employment claims and wrongful termination suits, contract breach disputes with vendors, grantors, or partners, board governance conflicts and fiduciary duty claims, intellectual property and copyright disputes, real property and land use matters (including religious land use issues under RLUIPA), and regulatory or enforcement actions by state attorneys general. We work to resolve disputes efficiently — through negotiation, mediation, or litigation — while protecting your organization’s long-term interests and mission.

The distinction between a public charity and a private foundation is one of the most consequential decisions in nonprofit formation. Public charities, which include churches, schools, hospitals, and organizations that receive broad public support, generally face fewer IRS restrictions and more favorable tax treatment for donors. Private foundations are typically funded by a single individual, family, or corporation and are subject to strict rules on self-dealing, mandatory minimum distributions (payout requirements), excess business holdings, and investment practices. Violating these rules can trigger significant excise taxes and jeopardize tax-exempt status. Our attorneys help organizations understand which classification applies to them, structure their activities accordingly, and maintain compliance with all applicable rules whether operating as a public charity, private foundation, or supporting organization.