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1) What constitutes a nonprofit and how it differs from a for-profit benefit corporation.
2) The lifecycle of forming a Massachusetts nonprofit, including registering with the state, adopting governance policies, obtaining tax-exempt status, and ongoing maintenance requirements.
3) Key documents and processes for formation like articles of organization, bylaws, and registering for tax exemption at the federal and state level.
4) Employment, compensation, and volunteer management considerations for nonprofits.
5) The process for dissolving a nonprofit and distributing remaining assets.
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***We are not experts, this is our experience only, please do not consider this professional advice and please don't sue us if it's inaccurate and/or when you use it things don't turn out well!
In this Forbes Bankable webinar, tax attorney and Forbes senior editor Kelly Erb offers the tips and tools that you need to make tax season a lot less painful.
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Are you sure you know all about this often-misjudged requirement that is fast becoming one of the most common Noncompliance issues when Fundraising from America?
US states are increasingly requiring registration if you fundraise in their state. If you have an office, address, staff, bank account or other ‘permanent’ activities in a state you may also be required to register in that state to do business. Each state is different in what it considers fundraising – in some merely having a website is enough. We will spend an hour talking about what this could mean for your 501(c)(3) organisation – what constitutes fundraising or operating a state, what registration is required and when you should do so and how much it will cost you either to register or in penalties if you fail to do so.
Canadian Incorporation - Nonprofit, Charity, etc.CareerSkills
Our volunteer prepared this presentation about options for incorporating our organization back in the early days. It includes requirements, legal and financial considerations, and a bit more info.
***We are not experts, this is our experience only, please do not consider this professional advice and please don't sue us if it's inaccurate and/or when you use it things don't turn out well!
In this Forbes Bankable webinar, tax attorney and Forbes senior editor Kelly Erb offers the tips and tools that you need to make tax season a lot less painful.
This workshop helps attendees understand the income taxation of trusts and estates, identify sources of taxable income, calculate distributable net income, and apply the Alternative Minimum Tax.
Presenter: David Spence, Jennifer Han, Allison Kroeker, and Li (Fiona) Xu of Royse Law Firm.
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This document was created by an individual or individuals who submitted a proposal so he / she / they may present at the Office of Faith-Based and Community Initiative’s 2011 Conference on Service and Volunteerism (GCSV11). This proposal was approved by the Indiana Commission on Community Service and Volunteerism (ICCSV) and other community partners. Sharing this document is a courtesy extended by the OFBCI to conference attendees who may want to reference materials covered at the GCSV11, and the OFBCI in no way not responsible for specific content within.
For a Step by Step guide on Forming your business
Legally forming your new business can be a daunting task especially with how confusing government websites are. Luckily, SmartUp has made an introductory workshop along with a step by step guide.
To access the guide please visit: https://www.smartuplegal.com/learn-center/entity-formation-step-by-step-guide-new-georgia-business/
This workshop focuses on:
-Forming a startup of your own
-Obtaining a job with an existing or startup company
-Embarking on a freelance career
Explain what to look for with each scenario:
-Existing employers: What you should know about employee or contractor agreements
-Freelancing: Good practices from a legal standpoint
-Own startup: What should be done first?
Explain what they can do themselves vs. when they should look for professional advice:
-Provide a list of things that you can do yourself, with links and instructions for each
You will leave this workshop feeling a lot more confident on how to move forward with your business.
This popular session returns in 2015 with 12 new great ideas. There are a number of incentives out there for companies and individuals alike that, unless you are looking specifically for them, they may be overlooked.
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Rules of the Game for Tax Exempt Non-Profits
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New and updated for 2015.
Most American individuals, foundations & companies will only support charitable organizations outside the USA by making gifts and grants to a US non-profit known as a 501(c)(3). Setting up a 501(c)(3) is not a painful process but it is subject to a number of corporate and tax laws and regulations. We will be asking whether American fundraising is right for your organization whilst covering all the tax & legal issues involved through the setting up process.
Note: This information was not intended to be legal advice. It is advised that you consult your own legal expert in regard to your specific situation.
Bookkeeping and taxes might be the farthest thing from your mind when starting a business, but if they are done wrong, or not done at all, it can end up costing you more than you realize.
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Speakers
Eileen Driscoll, Managing Director, Supporting Strategies
Robert Traester, Senior Tax Accountant, WithumSmith+Brown, PC
Dawn Darnell, Senior Manager, WithumSmith+Brown, PC
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Gcsv2011 federal tax status revoked- kristen gronbjergServe Indiana
This document was created by an individual or individuals who submitted a proposal so he / she / they may present at the Office of Faith-Based and Community Initiative’s 2011 Conference on Service and Volunteerism (GCSV11). This proposal was approved by the Indiana Commission on Community Service and Volunteerism (ICCSV) and other community partners. Sharing this document is a courtesy extended by the OFBCI to conference attendees who may want to reference materials covered at the GCSV11, and the OFBCI in no way not responsible for specific content within.
For a Step by Step guide on Forming your business
Legally forming your new business can be a daunting task especially with how confusing government websites are. Luckily, SmartUp has made an introductory workshop along with a step by step guide.
To access the guide please visit: https://www.smartuplegal.com/learn-center/entity-formation-step-by-step-guide-new-georgia-business/
This workshop focuses on:
-Forming a startup of your own
-Obtaining a job with an existing or startup company
-Embarking on a freelance career
Explain what to look for with each scenario:
-Existing employers: What you should know about employee or contractor agreements
-Freelancing: Good practices from a legal standpoint
-Own startup: What should be done first?
Explain what they can do themselves vs. when they should look for professional advice:
-Provide a list of things that you can do yourself, with links and instructions for each
You will leave this workshop feeling a lot more confident on how to move forward with your business.
This popular session returns in 2015 with 12 new great ideas. There are a number of incentives out there for companies and individuals alike that, unless you are looking specifically for them, they may be overlooked.
Non Profit Formation - how to create a non-profit presented by Wayne Lippman CPA
Rules of the Game for Tax Exempt Non-Profits
Getting Into the Game: How to Obtain Tax Exempt Status
Playing Well with Others: Collaborating with Other Non-Profits and For-Profits
Presented by Wayne Lippman CPA.
Fundraising from America: Setting up a US Non-profitAdam Davidson
New and updated for 2015.
Most American individuals, foundations & companies will only support charitable organizations outside the USA by making gifts and grants to a US non-profit known as a 501(c)(3). Setting up a 501(c)(3) is not a painful process but it is subject to a number of corporate and tax laws and regulations. We will be asking whether American fundraising is right for your organization whilst covering all the tax & legal issues involved through the setting up process.
Note: This information was not intended to be legal advice. It is advised that you consult your own legal expert in regard to your specific situation.
Bookkeeping and taxes might be the farthest thing from your mind when starting a business, but if they are done wrong, or not done at all, it can end up costing you more than you realize.
Eileen Driscoll of Supporting Strategies will discuss the “Three C’s” of proper bookkeeping - consistency, controls and cash - for your business to ensure you can produce accurate and useful financial information. She will be joined by Robert Traester and Dawn Darnell of WithumSmith+Brown, PC who will discuss tax planning opportunities for your business in a post-tax-reform climate.
Speakers
Eileen Driscoll, Managing Director, Supporting Strategies
Robert Traester, Senior Tax Accountant, WithumSmith+Brown, PC
Dawn Darnell, Senior Manager, WithumSmith+Brown, PC
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https://www.productmanagementtoday.com/frs/26903918/understanding-user-needs-and-satisfying-them
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Industry expert Scott Sehlhorst will:
• Introduce a taxonomy for user goals with real world examples
• Present the Onion Diagram, a tool for contextualizing task-level goals
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2. What is a nonprofit?
• Nonstock corporation
• Provides for dedication of assets to nonprofit purpose (MGL Ch.
180, Sec. 4)
• Benefits cannot be to private individuals
2
3. Nonprofit vs. Benefit Corporation
• Not the same as a nonprofit
• For profit corporation that allows some of profits to go to a
“benefit” purpose
• Some states require benefit reports
• Not tax-exempt
3
4. Lifecycle of a Massachusetts Nonprofit
• Formation
• Form an entity
• Register with Massachusetts Attorney General
• File with IRS for Tax Exempt Status
• Governance
• Adoption of appropriate policies
• Maintenance of registration
• Employment
• Compensation
• Volunteers
• Dissolution
4
5. Articles of Organization
• Name
• Purpose
• Address
• Fiscal year end
• Officers
• Directors
5
File Online
https://www.sec.state.ma.us/cor/corpweb/cornp/npfrm.htm
6. Directors
• Must have at least one
• What talent sets do you need?
• Interrelationships an issue
6
7. Formation Documents
• Bylaws
• Sole Incorporator Consent
• Directors Consent
• Policies to minimize risk of abuse and nonexempt activities
• Conflict of Interest and policy acknowledgement
• Whistleblower
• Travel/Expense
• Gift Acceptance
7
8. Tax Exempt Status
• Tax-exempt status exempts a nonprofit from paying corporate
income tax on income generated from activities that are
substantially related to the purposes for which the group was
organized.
• Nonprofits are not automatically exempt (for federal OR state tax)
• Not all are 501(c)(3)
• (c)(4): civic leagues
• (c)(6): business leagues, chambers of commerce
• (c)(7): social and recreational clubs
• (c)(8): fraternal organizations
8
9. 501(c)(3)
501(c)(3) organizations fall into one of three primary categories:
• Public charities: Designed to directly benefit the public
• Activities are restricted to the charitable purpose
• Have active program of fundraising and receive contributions from many sources
• Cannot be closely held
• Private foundations: Designed for the purpose of financially supporting other
public charities
• Receives donations from limited number of sources
• Can be closely held
• Excise tax
• Private operating foundations: Hybrid (rare). Must directly benefit public
• Can be closely held
• Can have funding from a limited number of sources
9
10. How to file with the IRS
• EIN
• File 1023 or 1023-EZ with IRS
10
14. 1023 or 1023-EZ
1023 1023-EZ
Complex Simple
Up to 6 months to process Up to 3 months to process
IRS checks compliance with 501(c)(3) Company must make sure compliant with 501(c)(3)
No donation issues Certain foundations have policies stating they will not
accept grant applications if company used 1023-EZ
Important to work with nonprofit accountant
for preparation of 1023
Possible to complete 1023-EZ without help from
nonprofit accountant
14
15. Form 1023 Resources
• Massachusetts Society of CPAs
• Massachusetts Nonprofit Network
15
18. Solicitation for Donations
• Each state has different requirements for soliciting donations from state
residents
• In Massachusetts, nonprofit must first obtain a Certificate of Solicitation
from MA Attorney General (Submit Form PC to get Cert or just A-2 if before
Form PC due)
• Exception for < $5k annual contributions
• Once nonprofit obtains 501(c)(3) status, donations become tax deductible
for donors (retroactive effect back 27 months).
• Be clear in Solicitation Letter
18
19. Maintenance of Registration
• Annual report (MA)
• Filed by November 1
• Publicly available
• Annual Form PC (MA)
• Filed 4.5 months after close of fiscal year
• Publicly available
• Form 990/990-EZ(IRS)
• Filed 4.5 months after close of fiscal year
19
20. Overall Cost
One Time Fees Annual Fees
Articles of Organization: $35 Annual Report: $15.00
Form 1023/1023-EZ: $600/$275 Form 990: $0-$190
Massachusetts Registration: $100 Form PC: $35-$2,000
Accountants? Accountants?
20
21. Employment
Executive director payment
• Independent Review
• No more than “fair and
reasonable” compensation for
services rendered to the
organization
• Conflict of Interest policy
• Pay at similarly situated
organizations
• Experience, education, other
qualities
21
• Reporting
• Form PC (MA Attorney General)
• IRS Form 990 (Federal)
• W-2 (Federal)
• I-9 (Federal)
22. Volunteers
• Non Profit organizations may utilize volunteers, but don’t assume
everyone working for non profit counts as volunteer
• Non Profit Policies
• Volunteer Agreement
• Conduct Policies
22
24. Questions?
• For more information please visit the Start Up Law Clinic’s website:
https://sites.bu.edu/startuplaw/
• Eligibility: BU and MIT students
24
Editor's Notes
MGL Ch. 180, Sec. 4: A corporation may be formed for any one or more of the following purposes:
(a) for any civic, educational, charitable, benevolent or religious purpose;
(b) for the prosecution of any antiquarian, historical, literary, scientific, medical, chiropractic, artistic, monumental or musical purpose;
(c) for establishing and maintaining libraries;
(d) for supporting any missionary enterprise having for its object the dissemination of religious or educational instruction in foreign countries;
… (several subsections follow with very specific reasons for non-profits)
DE Benefit Corporation: Unlike traditional corporations, a PBC must consider its conduct in addition to stockholder value. Every two years a PBC must report to its stockholders on how it is pursuing its public benefit purpose and the best interests of those materially affected by the corporation’s conduct.
MA Benefit Corporation: The directors of a benefit corporation are required to consider the effects of their corporate decision-making on the following:
The shareholders of the benefit corporation;
The employees and workforce of the benefit corporation;
The interest of clients;
Community and societal factors, including those of each community in which offices or facilities of the benefit corporation are located;
The local, regional and global environment;
The short-term and long-term interests of the benefit corporation; and
The ability of the benefit corporation to accomplish its general and specific public benefit purposes.
-First step is formation. Need to file the articles of organization in MA to form the company.
-Can be done online on MA website.
-No minimum requirement in MA so technically only need 1 director but consider whether more (maybe 3) would be more beneficial.
- Multiple ideas and viewpoints
-If there is just one director then it's likely it's the same person as the executive director. This can cause conflict of interest issues as there is no one really overseeing choices that person is making.
- Those donating money might want more people around the table to make decisions
- Note that when forming a public charity (most people will be forming), you need a diverse board
- More than 50% of the board must be unrelated by blood, marriage or outside business co-ownership and not be compensated as employees of the organization.
-Bylaws – rules and processes of running the company
-Sole incorporators consent is a short document that adopts the bylaws and sets up the board of directors
-Nonprofits also aren’t automatically exempt from state taxes. In MA once a nonprofit gets 501(c)(3) status, they can apply for exemption from income, property, and sales taxes in MA.
-501(c)(3) status allows for donations to be deductible (the slide later on re certificate of solicitation mentions this)
Public charities must obtain no less than 1/3 of their funding from the public (this is one of multiple formulas – also a 10% test that looks at other factors), either individuals or other public charities, as opposed to private foundations, corporations, or major donors.
For donors, only up to 30% of annual income is tax-deductible when donated to a private foundation versus up to 50% of income for public charities
https://www.501c3.org/nonprofit-structure-public-charity-private-foundation-private-operating-foundation/
https://www.irs.gov/charities-non-profits/charitable-organizations/public-charities
Note that nonprofits should not overestimate their likely gross receipts because that will push them into more complicated filing. As a practical matter, if you use the 1023-EZ and end up exceeding 50K in year three, it won’t matter because you'll already have their 501(c)(3) status
-MSCPA – network of certified public accountants in MA. Tab for "Find a CPA" then "CPA listings
-MA nonprofit network. Apply to be part of the network. Have some resources online and some available when part of the network and pay dues.
-Price variants are based on gross support and revenue.
-Note that if you have $200-$500k in gross support you also need financial statements prepared by a CPA. If you have $500k+ you need audited financial statements by an independent CPA prepared in accordance with GAAP.
https://www.northwestregisteredagent.com/how-to-start-massachusetts-nonprofit-organization.html
https://www.mass.gov/files/documents/2018/10/09/PC%20Instructions%2010.2018.pdf (page 3 has the fees)
Annual Gross Revenue
Filing Fee
Less than $100,000
$35
$100,001 to $250,000
$70
$250,001 to $500,000
$125
$500,001 to $1 million
$250
$1,000,001 to $10 million
$500
$10,000,001 to $100 million
$1,000
$100 million +
$2,000
The nature of the entity receiving the services
The receipt by the worker of any benefits, or expectation of any benefits, from their work
Whether the activity is less than a full-time occupation
Whether regular employees are displaced by the "volunteer"
Whether the services are offered freely without pressure or coercion
Whether the services are of the kind typically associated with volunteer work
Not everyone can be considered a volunteer. If someone works 40 hours a week for nonprofit, likely an employee.
-revocation not a good idea. AG involved and more appropriate to affirmatively take the action.