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 CLE/CPE webinar with Q&A

Conducted on Thursday, May 25, 2017
Recorded event now available

This CLE/CPE webinar 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?

Learning Objectives

Upon completing this seminar, you will be able to:

  • Recognize the tax issues that arise when nonprofit organizations establish joint ventures or other business alliances
  • Determine how to best structure or restructure the allied business entity
  • Discern risks to maintaining the organization’s tax-exempt status
  • Identify possible UBIT and additional Form 990 disclosures


Elizabeth M. Mills, Senior Counsel
Proskauer Rose, Chicago

Ms. Mills focuses her practice on both health care organizations and tax exemption issues for not-for-profit organizations. She addresses regulatory and transactional issues for all types of health care providers and advises these organizations as changes to their particular tax exemption standards are proposed, implemented, and litigated. She also assists tax-exempt organizations in addressing tax compliance and governance issues such as Form 990 reporting, executive compensation, payroll taxes, compliance with supporting organization and private foundation restrictions and use of tax-exempt bond-financed property. She speaks and writes frequently on tax exemption matters, particularly for health organizations.

Elka T. Sachs, Partner
Krokidas & Bluestein, Boston

Ms. Sachs concentrates her practice on the corporate, transactional and tax needs of the firm’s clients. She represents non-profit and public entities, including health and human service providers, charter schools and other educational institutions, and financial institutions which lend to non-profits and public entities.

Michael I. Sanders, Partner
Blank Rome, Washington, D.C.

Mr. Sanders focuses his practice in the area of taxation, particularly in matters affecting partnerships, limited liability companies, S-corporations, real estate, tax controversy, and estate planning, including trusts and estates. He also has a large practice in the area of exempt organizations involving healthcare and low-income housing, associations and joint ventures between for-profits and nonprofits, as well as structuring New Markets Tax Credit ("NMTC") and Historic Tax Credit ("HTC") transactions. He is the author of Joint Ventures Involving Tax-Exempt Organizations (3rd Ed., 2007; 4th Ed., 2013) which was recently cited by the majority opinion in the widely covered U.S. Supreme Court decision in Burwell v. Hobby Lobby Stores, Inc. He previously served as an attorney-advisor to the assistant secretary of tax policy at the Office of Tax Legislative Counsel.


CLE On-Demand - Streaming Video

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*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

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CLE On-Demand Video $297.00

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Tax Law Advisory Board

Robert S. Barnett


Capell Barnett Matalon & Schoenfeld

William H. Byrnes

Associate Dean, Special Projects

Texas A&M University Law

Robert A.N. Cudd

Senior Partner


Patrick Derdenger

Tax Partner

Steptoe & Johnson

Janice Eiseman


Cummings & Lockwood

Lynn Fowler


Kilpatrick Townsend & Stockton

Edward Froelich

Of Counsel

Morrison & Foerster

Daniel L. Gottfried


Hinckley Allen

J. Leigh Griffith

Partner and Practice Group Leader - Tax

Waller Lansden Dortch & Davis

L. Andrew Immerman


Alston & Bird

Mark S. Lange



Joseph C. Mandarino


Smith Gambrell & Russell

Lori Mathison

Partner, Cross-Border Transactions Tax

Fraser Milner Casgrain

Christian M. McBurney


Arent Fox

Suzanne Ross McDowell

Partner, Tax-Exempt Organizations

Steptoe & Johnson

Todd Reinstein

Partner, Corporate Tax and Due Diligence

Pepper Hamilton

Alex Sadler


Morgan Lewis

Susan Seabrook


Buchanan Ingersoll & Rooney

Peter Stathopoulos

Managing Director, State and Local Tax Practice

Bennett Thrasher

Eric Tresh

Partner & Co-Chair, State & Local Tax Practice

Sutherland Asbill & Brennan

Amanda Wilson


Lowndes Drosdick Doster Kantor & Reed

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