Nonprofit Law

The Hedgeman Law Firm has provided legal services to nonprofit organizations since it started in 2007. The comprehensive legal services we provide to nonprofits help them navigate state and federal regulatory frameworks and operate effectively.

Tax Exempt Entities

Why do you need a nonprofit lawyer?

• Formation and dissolution: A nonprofit lawyer is essential for the formation and dissolution of tax-exempt entities, ensuring compliance with legal requirements and securing necessary approvals from the State Attorney General’s office.
• Tax exemption, including initial applications; reporting information to the IRS, including Form 990; unrelated business income tax; advising on IRS audits; advising on New York State sales tax and real property tax exemptions; and reporting to the New York State Charities Bureau
• Private foundation issues: For private foundations, including those with significant assets, nonprofit lawyers offer critical advice on avoiding self-dealing, managing excise taxes, ensuring minimum distributions, and handling excess business holdings, among other regulatory challenges. The Hedgeman Law Firm represents a large number of private foundations, including some with assets in excess of $500 million
• Board operation: Effective board operation is pivotal for nonprofit success. A nonprofit lawyer advises on governance best practices, director responsibilities, D&O insurance, and fostering positive interactions among directors and staff. They also assist in the adoption of crucial board policies covering ethics, conflicts of interest, whistleblowing, record retention, and gift acceptance procedures.
• Bylaws and certificates of incorporation: Bylaws and certificates of incorporation form the legal backbone of your nonprofit. A nonprofit lawyer plays a key role in analyzing and amending these documents, securing approvals from state agencies, the State Attorney General, and Supreme Court.
• Joint ventures: Whether it’s joint ventures with other nonprofits or for-profit entities, or service-sharing arrangements among a group of nonprofits, legal guidance ensures these collaborations are structured effectively and compliantly.
• Multi-state charitable registrations: When nonprofits receive donations from other states, they are “doing business” in that state. Our office will register the organization as a foreign corporation with the Department of State.
• Religious Organizations
• Sale of real property

The Hedgeman Law Firm stands ready to guide your organization through legal hurdles, ensuring you can focus on your mission with peace of mind.

Contact our office for your nonprofit legal needs.

Dissolution of a Religious Corporation

When a religious corporation faces dissolution or needs to manage property transfers, specialized legal work by an attorney is important to navigate the complex processes in compliance with both civil law and religious law.

• Legal Compliance: A nonprofit lawyer ensures that the dissolution process adheres to state-specific nonprofit corporation laws, which dictate the steps and filings required for legally dissolving a religious corporation.
• Asset Distribution: They provide expert advice on the lawful distribution of assets, crucial for religious nonprofits to distribute their remaining assets in accordance with their bylaws and any donor-imposed restrictions.
• Debt and Liability Settlement: Nonprofit lawyers negotiate and settle the corporation’s debts and liabilities, a key step in protecting the interests of creditors and ensuring a fair dissolution process.
• Regulatory Notifications: Managing required notifications to regulatory bodies to inform them of the dissolution and ensure proper closing of the organization’s accounts and obligations.
• Document Preparation and Filing: Preparing and filing all necessary legal documents to effectuate the dissolution, including articles of dissolution, and other closing documents.

Property Transfers for Religious Corporations

• Title Transfers: Handling the legal aspects of transferring title for real property owned by the religious corporation, ensuring that all deeds and documents accurately reflect the transfer and comply with state laws.
• Zoning and Land Use Compliance: Advising on zoning and land use issues related to the property being transferred, especially if the property will be used for purposes different from those of the religious corporation.
• Implications: Advising on the implications of property transfers, including potential liability and the impact on the organization’s tax-exempt status.  Religious corporations usually need Attorney General approval or court approval for property transfers and dissolutions.
• Donor Restrictions: Reviewing any donor restrictions on the use or transfer of the property and ensuring that the transfer complies with these restrictions to avoid legal and ethical issues.

Special Considerations

• Religious Law Compliance: In some cases, the dissolution of a religious corporation or the transfer of its property may also need to comply with religious law. Attorneys may need to work with religious leaders or bodies to ensure that both civil and religious law requirements are met.
• Stakeholder Communication: Assisting in communication with stakeholders, including congregation members, donors, and the community, to ensure transparency and maintain trust throughout the dissolution or property transfer process.

Attorneys specializing in nonprofit and religious corporation law play a critical role in guiding religious organizations through the legal and procedural complexities of dissolution and property transfers, ensuring that these processes are handled with care, compliance, and respect for the organization’s mission and legacy.