At Hamilton | Vopelak P.C. we exclusively represent nonprofit, tax-exempt organizations, providing them with provide tax law advice and representing them before the IRS in connection with IRS examinations (audits) and administrative appeals. Our tax-exempt clients include company-sponsored and family-endowed private foundations; public charities; supporting organizations; social welfare organizations, and trade associations. We also advise Texas nonprofit corporations on state nonprofit law and governance matters.
Substantive Tax Law Advice
We have in-depth knowledge of a wide-range of tax laws and IRS regulations applicable to tax-exempt organizations. For our private foundation clients, we provide advice on how to avoid self-dealing transactions, comply with the mandatory distribution and expenditure responsibility rules, and avoid potential liability for other private foundation excise taxes. We assist company-sponsored foundations with properly structuring grantmaking, matching-grant programs, and employee scholarship programs. We also provide advice on private foundation reorganizations, terminations, and split-ups.
For other tax-exempt clients, we provide advice on grantmaking, excess benefit transactions (or "intermediate sanctions"), federal tax law lobbying restrictions, prohibited political activities, private benefit and private inurement, the public support and supporting organization tests, and the unrelated business income tax (UBIT).
We provide advice to all types of tax-exempt organizations regarding the application of payroll or employment taxes, withholding requirements and trust fund penalty taxes, executive compensation, and employee benefits, including defined benefit, 403(b) and 401(k) plans.
IRS Controversy Resolution Services
Our attorneys have extensive experience in favorably resolving IRS audits of tax-exempt organizations, either at the examination stage or at IRS Appeals.
Although we prefer to resolve issues for our clients short of litigation, when necessary we are prepared to assist our clients in litigating tax issues before the U.S. Tax Court and U.S. District Courts (including section 7828 declaratory judgment proceedings). We partner with preeminent regional and national litigation firms to ensure the best possible outcome for our tax-exempt clients.
Obtaining and Maintaining Tax-Exempt Status
We assist new tax-exempt organizations with applications for tax-exempt status and existing tax-exempt organizations with obtaining miscellaneous determination letters (for example, changing their public charity or supporting organization classification or obtaining advance approval of private foundation scholarship programs and set-asides). For tax-exempt clients wanting reassurance that a proposed transaction complies with applicable tax laws, we either prepare tax opinions or request IRS private letter rulings.
Assisting Clients with Self-Correction
Often we assist clients in identifying and correcting compliance issues before they are identified by the IRS on audit. Depending on the extent of non-compliance that needs to be addressed, we will conduct either a tax-compliance check, governance audit, or an internal investigation. In certain situations, we can proactively approach the IRS on our client's behalf to negotiate an IRS closing agreement resolving any self-identified tax-compliance issues.
Restructurings Involving Nonprofit Organizations
We provide advice on corporate reorganizations and acquisitions involving tax-exempt organizations. Specifically, we have advised with respect to splitting up private foundations in connection with restructurings of related corporations, mergers and asset transfers between tax-exempt organizations or between tax-exempt and for-profit organizations, conversions from nonprofit to for-profit status, and the creation or acquisition of taxable subsidiaries by tax-exempt organizations. We advise clients directly on these matters or serve as co-counsel to corporate law firms and accounting firms, as appropriate.