Forming Nonprofits: A Step-by-Step Approach to Filing, Bylaws, and Compliance

Caitlin G. Rieser | Dentons

I serve as Of Counsel at Dentons Bingham Greenebaum, working primarily in the Tax group and secondary in the Corporate group. My practice focuses on federal transactional tax issues of business entities, including partnerships, limited liability companies (LLCs), S corporations, and C corporations. I counsel business owners on various tax matters, including corporate governance and compliance issues, business purchases/sales, mergers, conversions, reorganizations/restructures, dissolutions, and business succession plans, among others. I often assist clients with drafting operating agreements, partnership agreements, buy/sell agreements, bylaws, board resolutions, and other corporate documents. I work with both for-profits and non-profits across a vast variety of industries, including healthcare, hospitality/hotels, real estate, cannabis, and many others. In all areas of my practice, I aim to help clients achieve their legal and tax business goals and to structure their organizations as tax efficiently as possible.

Farah N. Ansari | Schenck, Price, Smith & King, LLP

Farah N. Ansari is a partner with Schenck Price, where she is Co Chair of the Nonprofit Practice Group and a member of the Tax Planning Practice Group. Farah acts as outside counsel to nonprofits and possesses significant experience counseling nonprofit organizations including charities, foundations, educational organizations, arts organizations, religious organizations, hospitals, and other tax-exempt organizations in both New York and New Jersey. Farah’s practice includes counseling on issues relating to the formation of public charities and private foundations, including those with foreign operations. Farah also assists organizations with their transactions, contract negotiation and tax exemption compliance.

Farah routinely provides guidance on many nonprofit/tax-exempt related topics, including the following: supporting organization issues; the unrelated business income tax (including audits); private foundation excise taxes, including selfdealing and expenditure responsibility; issues relating to private operating foundations; corporate sponsorships; conflicts of interest; excess benefit transactions; cause-related marketing; making grants; excess executive compensation; nonprofit governance; the Uniform Prudent Management of Institutional Funds Act; fundraising; and real property tax exemption.

Farah is also well-versed in Federal and State tax laws, providing tax related guidance to both businesses and individuals. She is experienced in handling federal and state tax controversies in relation to income, withholding, and sales and use tax issues. Farah represents clients before the taxing authorities, in audits and in negotiating settlements, and in New Jersey Tax Court.

A Fellow of the American College of Tax Counsel and the American Bar Foundation, Farah is a past Chair of the Taxation Section of the New Jersey State Bar Association and is currently Chair of the Tax Exempt Organizations Committee of the Taxation Section of the New Jersey State Bar Association. She is a member of the Legal, Wealth & Tax Advisory Committee of the Community Foundation of New Jersey. Farah is also a member of the Government Relations Council of Nonprofit New York and the New York City Bar, Non-Profit Organizations Committee. Farah is a Board Member of Women@NJPAC, JBWS (Jersey Battered Women’s Service) and YCS, Inc. She is also a member of the TEGE Exempt Organizations Council. Farah lectures frequently on tax and nonprofit-related topics. Farah was ranked Band 2 in Tax Law in Chambers USA 2024.

Farah is a member of Schenck Price’s Management Committee.

Farah chairs Schenck Price’s Diversity and Inclusion Committee.

I. Understanding 501(c)(3) Status | 2:00pm – 2:15pm

• Eligibility requirements under IRS regulations
• Benefits and limitations of tax-exempt status
• Types of organizations that qualify

II. Preparing the Organizational Structure | 2:15pm – 2:30pm

• Choosing an entity type
• Forming the entity (including drafting and filing Articles of Incorporation)
• Selecting an initial board of directors, officers, and more

III. Drafting Bylaws | 2:30pm – 2:45pm

• Key components of effective bylaws
• Establishing governance and operational protocols
• Addressing conflict-of-interest policies

IV. Filing for Tax-Exempt Status | 2:45pm – 3:00pm

• Understanding IRS Form 1023 and 1023-EZ
• Detailed walkthrough of Form 1023: Common pitfalls and best practices
• Timing and process for application submission

Break | 3:00pm – 3:10pm

V. Meeting State and Local Requirements | 3:10pm – 3:25pm

• Registering as a nonprofit corporation
• Compliance with charitable solicitation laws

VI. Governance and Recordkeeping Essentials | 3:25pm – 3:40pm

• Conducting initial board meetings and adopting bylaws
• Financial transparency and annual filings (e.g., Form 990)

VII. Maintaining Compliance with 501(c)(3) Regulations | 3:40pm – 3:55pm

• Handling unrelated business income (UBI)
• Consequences of noncompliance and revocation of status

VIII. Navigating Common Challenges in Nonprofit Formation | 3:55pm – 4:10pm