We Understand the Nonprofit World

Oberman Law Firm provides sophisticated legal counsel to tax-exempt entities, charitable foundations, and nonprofit organizations across the full spectrum of legal, regulatory, and operational issues. We assist clients in structuring and managing their organizations in compliance with the complex overlay of federal, state, and local laws governing the nonprofit sector. Our team combines legal proficiency with sector-specific knowledge to deliver customized solutions aligned with each organization’s mission and regulatory obligations.

We regularly advise charities, private foundations, supporting organizations, religious institutions, educational entities, social welfare organizations, and other tax-exempt entities on matters including, but not limited to, the following:

Formation of Nonprofit Organizations and Charitable Foundations

We assist clients in forming nonprofit entities under applicable state law, typically as nonprofit corporations, charitable trusts, or unincorporated associations. Our services include:

• Drafting and filing articles of incorporation and bylaws tailored to the organization’s charitable mission and operational model;
• Advising on appropriate nonprofit classification 501(c)(3) vs. 501(c)(4));
• Structuring governance mechanisms in compliance with state nonprofit corporation law and federal tax requirements;
• Coordinating with charitable registration and solicitation laws, including multi-state compliance where applicable;
• Obtaining federal employer identification numbers (EINs) and establishing the organization as a legal entity capable of operating and receiving charitable contributions.

Tax-Exempt Status and IRS Recognition

We represent clients in securing recognition of tax-exempt status under Internal Revenue Code (IRC) § 501(c), including:

• Advising on the operational test, organizational test, and compliance with public charity status requirements.
• Responding to IRS requests for information and managing IRS determinations and correspondence;
• Structuring donor-advised funds, fiscal sponsorship arrangements, and hybrid charitable vehicles;
• Ongoing compliance counseling related to exempt purpose activities, unrelated business income (UBI), and charitable contribution substantiation.

Prohibited Transactions and Private Benefit Analysis

We counsel tax-exempt organizations on compliance with federal and state restrictions related to self-dealing, private benefit, and excess benefit transactions, including:

• Analysis of transactions under the private inurement doctrine and § 4958 intermediate sanctions rules;
• Evaluation of relationships with disqualified persons, insiders, and related entities;
• Advising on transactions that may implicate private foundation excise taxes under Chapter 42 of the IRC (e.g., self-dealing, jeopardizing investments, taxable expenditures);
• Drafting conflict-of-interest policies, whistleblower policies, and procedures for mitigating prohibited transaction risks.

Reasonable Compensation and Intermediate Sanctions

We provide legal analysis and advice regarding executive compensation and transactions with insiders, including:

• Conducting § 4958 reasonable compensation reviews for officers, directors, key employees, and contractors;
• Assisting in the development of rebuttable presumption procedures to insulate board members from penalty taxes;
• Advising on fringe benefit plans, deferred compensation, and other employee benefit programs in a nonprofit context;
• Reviewing employment contracts, bonus structures, and compensation surveys to assess defensibility under IRS scrutiny.

Corporate Transactions Involving Tax-Exempt Entities

We assist nonprofit organizations with planning and executing complex corporate transactions, including:

• Mergers, acquisitions, consolidations, and asset transfers between nonprofit or mixed-status entities;
• Joint ventures between exempt and non-exempt entities, including preparation of joint venture agreements, governance frameworks, and private letter ruling requests where necessary;
• Conversion of nonprofit entities to other forms (or vice versa), and changes in corporate form, control, or exempt purpose;
• Compliance with state Attorney General and charitable trust doctrines related to organizational change, asset transfers, and charitable asset protection.

Corporate Governance and Board Advisory Services

We advise nonprofit boards and executives on fiduciary responsibilities and governance best practices, including:

• Drafting and revising bylaws, board resolutions, and committee charters;
• Training board members on duties of care, loyalty, and obedience under nonprofit corporate law;
• Establishing governance policies (e.g., document retention, compensation, ethics, whistleblower);
• Navigating board disputes, governance breakdowns, and conflicts of interest;
• Advising on board composition, succession planning, and executive transitions.

Real Estate Transactions for Nonprofit Use

We represent nonprofit clients in real estate matters aligned with their programmatic needs and tax-exempt use restrictions, including:

• Negotiating purchase agreements, ground leases, commercial leases, and license agreements;
• Advising on zoning, land use, and tax exemption eligibility for charitable property (e.g., § 501(c)(3) use exemptions or PILOTs);
• Structuring construction and renovation projects with nonprofit compliance in mind, including prevailing wage and procurement considerations;
• Advising on property transfers and gifts of real estate, including restrictions on use and donor-imposed conditions.

Employment Law for Nonprofit Organizations

We provide employment counsel tailored to the nonprofit sector, including:

• Drafting employment agreements, independent contractor agreements, and consulting arrangements;
• Advising on classification of workers under federal and state wage and hour laws;
• Addressing discrimination, harassment, and wrongful termination claims through preventive counseling and policy development;
• Navigating compliance with federal employment regulations such as the FLSA, FMLA, ADA, and EEOC requirements;
• Advising on religious exemptions, clergy employment issues, and mission-driven hiring practices.

Dissolution and Termination of Nonprofits

We counsel organizations through the legal and regulatory process of winding down operations, including:

• Board resolutions authorizing dissolution and approval procedures under state nonprofit corporation law;
• Notice and consent requirements involving state Attorneys General or regulators overseeing charitable assets;
• Preparation and filing of dissolution documents with appropriate state agencies;
• Liquidation of assets in compliance with donor restrictions, charitable trust principles, and IRS requirements;
• Final tax filings (e.g., IRS Form 990 and 990-PF) and closure of tax-exempt status.

Ongoing Legal Compliance and General Counsel Services

In addition to transactional matters, we provide ongoing outside general counsel services to nonprofits, including:

• Periodic compliance reviews and legal audits;
• Grant agreement review and negotiation;
• Charitable solicitation registration across multiple jurisdictions;
• Representation in IRS audits, Attorney General inquiries, and litigation involving tax-exempt status or governance.