Nonprofit Organizations and Foundations

LEADERSHIP: Lisa B. Petkun

Pepper Hamilton LLP represents many public charities, private foundations, trade associations and other tax exempt entities, such as universities and hospitals. Our corporate, tax, and trusts and estates lawyers work together to counsel these clients on the tax and business issues specific to these entities, as well as on legal issues that may affect any organization, for-profit or nonprofit.

We are experienced in entity structuring and governance, unrelated business taxable income, self-dealing and excess business holdings situations, intermediate sanctions, employee benefit structures, quasi-governmental and government-controlled entities (including 63-20 corporations), political action committees and non-charitable exempt organizations (such as cemeteries, social clubs and trade associations). We counsel tax exempt institutions about their charitable giving programs, including endowment funds, charitable gift annuities, outright and restricted gifts, charitable remainder trusts and charitable lead trusts.

We establish Section 501(c)(3) organizations for individuals and corporate entities. This work includes formation of the entity, submission of a ruling to the Internal Revenue Service to confirm the tax exempt status of the entity, registration of the entity under applicable state charitable solicitation statutes, application for state sales and property tax exemptions for the entity, and handling the filing of federal income tax returns (Forms 990 and 990 PF) for the entity.

We advise charitable organizations on how to qualify and continue as a public charity rather than as a private foundation, which often requires a detailed scrutiny of the organization’s sources of support and relationships with other charitable organizations that it may “support” under the tax laws. We provide advice about permitted lobbying activities and the applicability of the private foundation excise taxes.

We have obtained IRS private letter rulings for schools, civic organizations, business leagues, community charitable programs, and other federal and local community service organizations. We also have established scholarship programs for private foundations maintained by private corporations for their employees’ children. Our lawyers are integrally involved in the structure and formation of partnerships and limited liability companies used by exempt organizations as acquisition vehicles as well as investment partnerships formed with exempt partners.

Pepper counsels clients on the formation, funding and other planning issues associated with private foundations and public charities. We counsel prospective donors about their tax and personal planning goals associated with creating and making donations to charitable organizations, including a determination of the income, gift, estate and generation-skipping tax savings associated with such contributions. The firm integrates charitable gift programs into the donor’s overall estate planning and drafts all documents necessary to carry out such a plan, including, where appropriate, testamentary and inter vivos trusts, wills, deeds of gift and the like. We handle sophisticated income, estate and gift tax planning for closely held corporations, their executives and their owners. We advise corporate and individual fiduciaries in the administration of estates and trusts, nonprofit corporations and charitable institutions. We also counsel fiduciaries concerning investment management and advisory agreements, custodial agreements, brokerage matters, permitted investments for charities, relations with the Pennsylvania Attorney General as parens patriae of charities, the fiduciary duties of trustees and investment advisors, and the securities laws relating to charitable holdings of public companies. We also represent beneficiaries and fiduciaries in litigation of issues arising in the administration of trusts and estates, in will contests and in business transactions. Our practice also includes tax controversy work relating to real estate tax exemptions. Matters are handled at the ruling request, audit and appeals levels, as well as in the courts.

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