Creating & Operating Nonprofit Organizations: Choice of Entity for Non-Profits & Obtaining Tax Exempt Status


CLE credits earned: 2 GENERAL (or 2 LAW & LEGAL for WA state)

This program will discuss the process for forming a nonprofit organization and then the basic legal operating considerations. The course will discuss types of nonprofit entities, the mechanics for creating each, decisions to guide formation choices, and fiduciary duties of the governing body of the nonprofit organization.

This course is co-sponsored with myLawCLE.

Key topics to be discussed:

•   Choice of entity
•   Choice of jurisdiction
•   Basic fiduciary duties

Date / Time: April 15, 2020

•   2:00 pm – 4:00 pm Eastern
•   1:00 pm – 3:00 pm Central
•   12:00 pm – 2:00 pm Mountain
•   11:00 am – 1:00 pm Pacific

Choose a format:

•   Live Video Broadcast/Re-Broadcast: Watch Program “live” in real-time, must sign-in and watch program on date and time set above. May ask questions during presentation via chat box. Qualifies for “live” CLE credit.
•   On-Demand Video: Access CLE 24/7 via on-demand library and watch program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 7 business days after the original recording date and are view-able for up to one year.

Select your state to see if this class is approved for CLE credit.

Choose the format you want.


Original Broadcast Date: September 26, 2019

Michael A. Lehmann, Esq. advises tax-exempt organizations on a wide variety of global tax matters. He has extensive experience representing nonprofit organizations, including healthcare providers, social services agencies, alcohol and substance abuse centers, scientific research organizations, religious organizations, museums, trade associations, private foundations, as well as arts, community development and social welfare organizations. Mr. Lehmann counsels clients on obtaining and maintaining federal, state and local tax-exemption; obtaining real property tax exemption; executive compensation; joint ventures and partnerships between non-profit and for-profit organizations; employee benefits; tax disputes, audits, controversies and protests involving the Internal Revenue Service, the New York State Department of Taxation and Finance and the New York City Department of Finance.

In particular, Mr. Lehmann has significant experience advising clients on UBIT, ECI and FIRPTA issues, having handled such issues in transactions, planning and tax strategies as well as audits and controversies with the IRS. He has obtained favorable rulings on UBIT structures and has successfully defended the non-UBIT characterization of transactions in more than a dozen IRS audits. He is a regular columnist for The Journal of Exempt Organizations and has published numerous articles relating to UBIT topics.

Mr. Lehmann has also represented many non-U.S. persons in handling ECI exposures in a variety of contexts including all types of investment funds, real estate projects, blocker structures, tax treaty planning, energy and power generation projects, and more. He has successfully represented numerous non-U.S. investors in IRS audits of asserted FIRTPA and ECI generating activity, closing nearly all such audits with either no change letters or very favorable settlements.

Prior to joining Dechert, Mr. Lehmann worked at another law firm where he served as the partner in charge of the tax and tax-exempt organizations practice.

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    myLawCLE seeks accreditation for all programs in all states. (Accreditation for paralegals sought thru NALA and NFPA paralegal associations.) Each attending attorney/paralegal will receive a certificate of completion following the close of the CLE program as proof of attendance. In required states, myLawCLE records attorney/paralegals attendance, in all other states attorney/paralegal is provided with the approved CLE certificate to submit to their state bar or governing association.

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      Live Video Broadcasts

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      “Live” Re-Broadcasts

    “Live” Re-broadcasts are replays of previous recorded CLE programs, set on a specific date and time and where the original presenting speakers calls in live at the end of the event to answer questions. This “live” element allows for “live” Re-broadcast CLEs to qualify for “Live” CLE credits in most states. [The following states DO NOT allow for “live” CLE credits on re-broadcast CLEs: NV, OH, MS, IN, UT, PA, GA, SC, and LA]

    Many states allow for credit to be granted on a 1:1 reciprocal basis for courses approved in another mandatory CLE jurisdiction state. This is known as a reciprocity provision and includes the following states: AK, AR, HI, CT, FL, ME, MO, MT, ND, NH, NM, VT, NJ, NY, and WV. myLawCLE does not seek direct accreditation of live webinars or teleconferences in these states.

Section I. Choice of Entity
a) Nonprofit associations
b) Nonprofit corporations
c) Trusts
d) LLCs

Section II. Choice of Jurisdiction
a) Delaware advantages
b) Local law considerations

Section III. Basic Fiduciary Duties
a) Duty of Care
b) Duty of Loyalty
c) Duty of obedience

Section IV. Formation Documents
a) Articles of incorporation
b) Bylaws
c) Articles of association
d) Trust agreements
e) LLC Operating Agreements