Nonprofits

Procopio’s Nonprofit Industry attorneys help charitable and tax-exempt organizations at every stage of their life cycle, and with all aspects of their operations. We advise on day-to-day corporate governance and regulatory oversight, fundraising, employment and tax compliance, as well as long-term planning for growth and restructuring. For 501(3)(c) organizations, we help navigate tax-exempt bank loans, leases and bond financing for capital projects, along with investor disclosure and covenant compliance. Our clients include social services providers, environmental stewardship organizations, domestic and international philanthropic charities, religious and cultural organizations, social impact enterprises, individual and family foundations, trade associations and chambers of commerce, hospitals, clinics and other health care organizations, child care programs, public and private pre- and K-12 schools, and colleges and universities.

Our Services

We serve as legal advisors to many non-profit organizations. Here are some of the services we provide:

  • Corporate Formation and Governance: At launch we help identify and implement the formation of the best entity structure to accomplish the client’s objectives, whether it be a 501(c)(3) charitable organization, a private individual or family foundation, a donor advised fund, or a non-charitable tax-exempt organization such as a 501(c)(6) trade association. We advise boards of directors and audit, compensation and special committees on regulatory and fiduciary issues, including conflicts of interest and self-dealing.
  • Operations and Compliance: We advise on compliance with many federal and state grant obligations, such as those under the U.S. Department of Health and Human Services (HHS), Department of Education, Department of Housing and Urban Development (HUD), University of California, and many others. We also advise on compliance matters including tax and governmental filings, rules governing executive compensation, fundraising registration and solicitation, lobbying and political advocacy, “friends of” support organizations, unrelated business income, and fundraising.
  • Strategic Partnerships: We counsel nonprofit clients on options and strategies for joint ventures or mergers, and assist with structuring and operating for-profit affiliates to preserve the tax-exempt status of the parent organization.
  • Investigations, Audits, and Enforcement Actions: We guide clients through possible government investigations and litigation, with a goal of establishing and maintaining protocols to prevent such challenges. Another challenge we help clients navigate are the laws governing permitted lobbying activities, which vary with the form of incorporation and organizational activities.
  • Taxation and Estate Law: We obtain and assist our nonprofit clients on maintaining their federal and state income tax exemption, as well as providing comprehensive counsel on other technical federal and state tax matters, such as charitable remainder trusts, charitable lead trusts, outright and restricted gifts, endowment funds, and charitable gift annuities.
  • Employment Law: Our Employment Law attorneys assist our clients navigate ever-changing state and federal laws that can be a challenge for lean-staffed non-profits. We counsel in a wide range of areas, including pre-employment screening procedures and hiring documentation; executive compensation; employee policies and handbooks; wage and hour audits; preventing discrimination and retaliation including workplace training; mediation and pre-litigation resolution; and litigation when unavoidable.
  • Real Estate Law: Real estate law has been a cornerstone of Procopio’s practice for almost 80 years. Our Real Estate attorneys bring a wealth of experience in transactions of all types and levels of complexity, including acquisitions and dispositions and landlord-tenant lease representation, financings associated with purchases and tenant improvements, and formation of title-holding organizations.
  • Capital Finance:  We serve as bond counsel, disclosure counsel and borrower’s counsel in public and private financing of capital projects as well as temporary cash-flow borrowing. Particularly in the education and health care sectors, our nonprofit clients may have little or no experience with external borrowing, so we educate as well as advise.

Representative Matters

Below are a few examples of services we’ve provided our non-profit clients:

  • Formed nonprofit corporation and obtained federal and state income tax exemption for many organizations, including those classified as public charities and private foundations.
  • Advised on establishment, governance and operation of regional network of homelessness services providers contracting with federal and local government agencies.
  • Assisted regional community services organization with regard to ongoing state and federal grant obligations associated with selling a grant-funded asset.
  • Assisted a nonprofit client that operated schools to structure and implement a foreign joint venture by which the client’s curriculum and methodologies were put into use in revenue generating activities throughout East Asia.
  • Secured favorable early case resolution and closure of Office for Civil Rights (OCR) complaint for social services provider prior to full investigation.
  • Advised numerous start-up nonprofit clients on entering into fiscal sponsorship arrangements until such time as standalone exemption was feasible.