Tax-Exempt Practice
Williams Mullen helps tax-exempt entities, including health care organizations, associations, foundations, schools, churches, other religious organizations and governmental entities address complex corporate, tax and compliance issues. We provide practical guidance on day-to-day operational and business issues, often acting as your in-house counsel. We can advise on tax law when you are establishing governance policies so that you can operate effectively and in compliance with applicable regulations. In addition to incorporation and compliance counsel, our attorneys also can advise you on all aspects of federal, state, and local tax issues arising from transactions, including mergers and acquisitions and joint ventures, to protect your tax-exempt status.
FORMING CHARITABLE TAX-EXEMPT ENTITIES OR TRUSTS
We advise clients who are looking to establish a nonprofit corporation or charitable trust. We help you form the entity and prepare and review governance documents, including bylaws and policies. We also help clients who need to form new entities such as holding companies and for-profit subsidiaries. Williams Mullen attorneys help clients navigate all stages of the often complex IRS tax exemption process.
FORMING NON-CHARITABLE TAX-EXEMPT ENTITIES
We counsel clients looking to establish non-charitable tax-exempt organizations, including 501(c)(4) social welfare and “action” organizations; 501(c)(6) business leagues and trade associations; and section 501(c)(7) social clubs. We help you form the entity and prepare and review governance documents, including bylaws and policies. We work with you to help preserve tax-exempt status.
GOVERNANCE
We advise on the legal duties of boards, including fiduciary and ethical obligations. We help to keep you primed on best practices for board members, including conflicts of interest and financial controls. We advise on the preparation of corporate governance guidelines that address, among other things, director qualification standards (suitability, independence, term limits, retirement policy, etc.), director responsibilities, Board and committee operations, executive sessions and management succession.
ON-GOING COMPLIANCE & TAX ADVICE
Tax-exempt organizations have experienced a tremendous increase in regulation and scrutiny from the IRS, Congress, state regulators, special interest groups and the media. Williams Mullen attorneys are well-versed on the complex regulations governing our tax-exempt clients and stay informed of constantly changing laws and regulations affecting our clients. We provide guidance on structuring charitable gifts and the disclosure of charitable contributions, compliance with annual reporting requirements, and the disclosure of information. We help you address everything from filing Form 990 to tax controversies.
BENEFITS ADVICE
We help tax-exempt clients structure executive compensation programs. Williams Mullen’s Employee Benefits Team has deep experience addressing Section 403(b) tax-sheltered annuity programs and Section 457 deferred compensation plans for nonprofits.
TRANSACTIONAL ADVICE
When nonprofit organizations are engaging in mergers, acquisitions and joint ventures, we provide transactional advisory services required to help preserve tax-exempt status. When required by the complexity of a transaction, we can help to secure rulings from the IRS regarding whether the restructuring would adversely affect the client’s tax-exempt status.
We can help you with all forms of tax credit transactions, including those involving federal and state historic rehabilitation tax credits, New Markets Tax Credits and low-income housing tax credits. These transactions often involve tax-exempt entities (either directly or indirectly), but proper structuring and compliance with applicable IRS tax rules and regulations are of the utmost importance in making these transactions viable. Our firm can help guide tax-exempt entities through the complex myriad of issues that arise in tax credit transactions, including the delivery of the required tax opinions.
GENERAL BUSINESS ADVICE
As a business law firm, we can also help you with any other legal services required during your formation phase and throughout your organization’s existence. Some of the areas of law affecting your operations may include:
- Intellectual property (global trademark law, domain name rights, and online commerce)
- Employment law (advice and training, non-competes, and defense of employee-related lawsuits)
- Real estate (leases and purchases)
- International law (export controls and licensing restrictions and Foreign Corrupt Practices Act compliance).