Learn more about starting and sustaining a nonprofit in Washington, DC at www.wdcep.com/business-in-dc/starting-a-nonprofit/
June 13th, 2012: WDCEP hosted its monthly DoingBusiness2.0 speaker series. This edition focused on starting a nonprofit in DC. George Constantine, a partner at Venable LLP that counsels tax-exempt charities, trade associations, professional societies, and labor organizations, lays the groundwork to starting a nonprofit in DC.
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Doing Business in DC | Starting a Nonprofit | Starting and Operating a Nonprofit in DC
1. Doing Business 2.0—
Starting and Operating
a Nonprofit in DC
George E. Constantine, III, Esq., Partner
Venable, LLP, Washington, DC
(202) 344-4790
geconstantine@venable.com
2. George E. Constantine, III, Esq.
Counsel to tax-exempt charities, trade
associations, professional societies, labor
organizations
Former Staff Counsel for the American
Society of Association Executives
Concentrates practice on tax-exemption
matters, contracts, election law, corporate
governance and other issues affecting tax-
exempt, nonprofit corporations.
3. Forming a Nonprofit—Preliminary
Steps
Establish mission and goals
Survey the landscape—are there other
organizations pursuing similar mission and
goals?
Assess likelihood of funding, dedicated
volunteer resources, etc.
4. Forming a Nonprofit—Legal Requirements
Articles of Incorporation
Name (doesn’t need an “Inc.” or similar signifier in
DC)
Purposes
Name and street address of incorporators
Members or not? Classes?
List of initial directors (at least 3, can get by
without listing them)
Designated body?
5. Forming a Nonprofit—Legal Requirements
Articles of Incorporation (continued)
Registered office and registered agent in DC
501(c)(3) dissolution and purposes language
Indemnifying directors and limitations of liability
6. Forming a Nonprofit—Legal Requirements
File Articles with DCRA (three incorporators,
notarized signatures)
Draft Bylaws
More detailed than Articles of Incorporation
Should include discussion of Board of Directors, Committees
(if applicable), Members (if applicable), indemnification, etc.
Organizational resolutions—approving Bylaws,
authorizing establishment of bank accounts, naming
corporate officers (at least a President, Secretary and
Treasurer)
7. Forming a Nonprofit—Legal Requirements
Tax Forms
Federal Exemption application—Form 1023 for
501(c)(3); Form 1024 for most other types of
exempt organizations
DC Exemption—Form 164
501(c)(3) organizations can obtain exemption
recognition for franchise (income) tax, sales and use
tax, personal property tax
Applicable as of date of IRS recognition
8. Charitable Solicitation
Charitable Solicitation License
Occupancy certification
Good standing as a corporation
Tax registration FR500
Clean Hands certification
Basic Business License Application
Articles of Incorporation, Bylaws, Uniform
Registration Statement, other documents
9. Other Considerations
Operating, fundraising in other states?
Trademark registration
URL reservation
Lobbying registration
Affiliated entities?
Insurance coverage (note minimum levels of
$200K for individual claim and $500K for total
claims in order to benefit from volunteer
immunity provisions)
10. Basics on Nonprofit Corporation
Legal Issues
Hierarchy of Authority
State Nonprofit Corporation Law (statute and
common law)
Articles of Incorporation
Bylaws
Board Policies and Procedures
Unwritten Common Practices
11. Basics on Nonprofit Corporation
Legal Issues
Governance Structure
Board of directors
Executive committee
Other committees of the board
(nominating, finance)
Members
Other committees
Staff
13. 501(C)(3) Issues
Public benefit requirement—charitable,
educational, advancement of health,
etc.
No substantial private benefit
No private inurement
Political activities
Lobbying
UBIT
14. 501(C)(3) Issues
Form 990
Once a year (May 15 deadline for calendar
year filers)
990-N—even very small organizations
have to do it
Automatic revocation
Publicly available information
16. Contact Information
George E. Constantine, III
Partner
Venable LLP
575 7th Street, NW
Washington, DC 20004-1601
Phone: 202-344-4790
Fax: 202-344-8300
Email: geconstantine@venable.com