Tax Challenges for Counsel to Nonprofit Joint Ventures and Alliances

Evaluating Tax Consequences of Entity Structure and Activities, Maintaining Tax-Exempt Status

Recording of a 90-minute premium CLE/CPE webinar with Q&A

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Conducted on Thursday, May 25, 2017

Recorded event now available

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Course Materials

This CLE/CPE course will prepare tax counsel to nonprofits to properly establish joint ventures or other business alliances, including structuring the business entity, defining the scope of activities and intended operations, maintaining tax-exempt status, and addressing UBIT and Form 990 disclosures.


Tax practitioners representing nonprofits must understand the different types of structures that can be used for joint ventures and affiliations. The participants’ tax status and nature of the venture’s activities are critical in determining potential tax implications.

Counsel must provide guidance to clients that are tax-exempt participants in a joint venture or affiliation regarding its exempt status, the potential for intermediate sanctions, private benefit issues, unrelated business income tax, Form 990 disclosures, and maintaining its public charity status under Section 509 of the IRC.

In addition to tax statutes and regulations, our panel will review IRS rulings and other guidance with respect to joint ventures. While some guidance is sector-specific, such as joint ventures in the healthcare, university and low-income housing arenas, much is broadly applicable.

Listen as our authoritative panel of tax practitioners addresses key tax issues facing nonprofit or tax-exempt organizations in joint ventures or other business affiliations to choose the best type of structure for the venture, examine the nature of activities and operations of the venture, and deal with other critical issues. The panel will discuss joint ventures using partnership as well as corporate structures, and will also discuss tax challenges from the perspective of the for-profit entity partnering with the NPO.



  1. Joint venture structures
    1. Joint ventures using partnerships
    2. Joint ventures using corporations
    3. Impact of new partnership audit rules
  2. Risks to NPO in establishing joint venture
  3. Nature of the activities and operations of the venture
  4. UBIT, required disclosures and other issues
  5. New Markets Tax Credits and other tax incentives


The panel will review these and other key issues:

  • What factors should tax counsel consider in evaluating the potential benefits and risks with particular entity structure or business models for nonprofits? What issues should counsel to for-profits consider? What is the IRS' present ruling policy?
  • What are the potential risks to a nonprofit's tax exemption when establishing a joint venture?
  • When is unrelated business income generated?
  • How does the tax status of the participants impact tax consequences of a venture or affiliation?


Mills, Elizabeth
Elizabeth M. Mills

Senior Counsel
Proskauer Rose

Ms. Mills focuses her practice on both health care organizations and tax exemption issues for not-for-profit...  |  Read More

Sachs, Elka
Elka T. Sachs

Krokidas & Bluestein

Ms. Sachs concentrates her practice on the corporate, transactional and tax needs of the firm’s clients. She...  |  Read More

Sanders, Michael
Michael I. Sanders

Blank Rome

Mr. Sanders focuses his practice in the area of taxation, particularly in matters affecting partnerships, limited...  |  Read More

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