Brown McCarroll Attorneys at Law

Brown McCarroll attorneys understand the legal, organizational and governance challenges that increased regulatory attention has created for tax-exempt and nonprofit organizations. We counsel nonprofit clients on tax compliance and planning issues, as well as advise such clients on structural issues, corporate transactions and employee benefits. Whether the need involves the special complexities that face health care organizations, governmental entities, private foundations or business associations, our firm helps exempt and nonprofit clients remain in full compliance with federal and state laws while fulfilling their organizational objectives.

Depth of Nonprofit Experience

Tax-exempt and nonprofit organizations vary greatly in terms of size and focus, and Brown McCarroll is well qualified to address the tax needs of a full range of clients.

Because we work with such a diversity of exempt organizations, few issues are new to us in comparison to other firms. Our attorneys take a comprehensive approach that integrates tax planning, transactional assistance and tax controversy resolution. We know that maintaining tax-exempt status is of paramount importance to our clients, and use our in-depth knowledge of the tax laws to help ensure both full compliance and efficient operation.

Complex Issues

Our attorneys are highly skilled in all complex aspects of tax-exempt compliance, including unrelated business income issues, private benefit/private inurement issues, and tax-exempt bond financings. We assist clients with the often complicated tax exemption application process (Form 1023), as well as the annual information filing requirements (Form 990) for tax-exempt clients.

A substantial part of our work for exempt organizations involves providing advice to hospitals, managed care groups, physician practice management companies and management service organizations on tax and employee benefits concerns in acquisitions and restructuring. We also give clear guidance in structuring physician recruitment packages in order to avoid private inurement or impermissible private benefit sanctions. Private inurement can be a particular concern in joint ventures and other arrangements with for-profit organizations, and we protect tax-exempt status in these ventures.

General Nonprofit Law

Our attorneys represent nonprofit corporations in their everyday operational concerns, including corporate governance, officer and director liability as well as public trust and fund management. Brown McCarroll attorneys routinely draft and review nonprofit corporate documents to conform with changes in the law or organizational needs. We counsel officers and directors on their fiduciary responsibilities and liability insurance requirements.

Our attorneys also advise clients on organizing and reorganizing nonprofit entities, including foundations and fundraising organizations. This can include separating unrelated business activities into for-profit corporations to preserve tax-exempt status. Our firm also assists quasi-governmental instrumentalities comply with various state laws such as the Open Records Act.

Charitable Trusts and Private Foundations

We represent many public charities, private foundations, planned giving departments and charitable trusts, making sure that their organization and structure meet all requirements for tax-exempt status. Our attorneys make applications to the Internal Revenue Service, secure letters of determination, and respond to audits and inquiries involving Section 501(c)(3) charitable and 501(c)(4) social welfare organizations. We also assist with handling pooled income funds, structuring charitable gift annuities, organizing and administering private foundations, administering donor advised funds, and making tax-effective charitable contributions.

Brown McCarroll represents organizations as the recipients of charitable gifts, bequests, endowments and trust interests. Our attorneys fully understand the laws concerning investment, use and spending of endowment, quasi-endowment, charitable trusts, support foundations and other restricted funds, and we use this knowledge to help our clients remain in full compliance with bequests and with the tax laws.

We also form charitable lead trusts and charitable remainder trusts to handle tax-deductible gifts to various charitable organizations, finalizing all the details of qualifying tax-exempt status for contributions. Our goal is to enable our foundation clients to pursue all the activities and advantages that Congress has provided for in the tax laws.