EO Radio Show

Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 55 is the sixth in a series of "Quick Tip" episodes focusing on the details of state registration of nonprofit corporations.

In previous episodes, we talked about a number of states. If you want to go back and look at them, episode 38 was Delaware and California, which are the most frequently used by our clients - most of whom have a connection with California; 40 focused on filings in Nevada and Arizona; 43 looked at Washington State and Oregon; 47 addressed Alaska and Hawaii; and most recently episode 52 looked at New York and New Jersey.

With the help of Joe Hilliard today, we look at the basic state filing requirements for nonprofit corporations operating in Massachusetts and Connecticut. We'll work through the rest of the states in future episodes.

Resources:

Nonprofit state filings YouTube playlist

For Massachusetts:

• Massachusetts Secretary of the Commonwealth Corporations page: https://www.sec.state.ma.us/divisions/corporations/corporations.htm
• Massachusetts online filing FAQ: https://www.sec.state.ma.us/divisions/corporations//general-information/corporations-app-help.htm
• Massachusetts fax filing FAQ: https://www.sec.state.ma.us/divisions/corporations/filing-methods/corporations-file-by-fax.htm
• Massachusetts Forms database: https://www.sec.state.ma.us/divisions/corporations/filing-methods/corporations-downloadable-forms.htm
• Massachusetts Filing Fees: https://www.sec.state.ma.us/divisions/corporations/general-information/corporations-filing-fees.htm
• Massachusetts Current Entity database: https://corp.sec.state.ma.us/corpweb/CorpSearch/CorpSearch.aspx
• Massachusetts Nonprofit Corporations FAQ: https://www.sec.state.ma.us/divisions/corporations/filing-by-subject/corporations/corporations-domestic-non-profit.htm
• Massachusetts Domestic Articles of Incorporation form: https://www.sec.state.ma.us/divisions/corporations/download/180art.pdf
• Massachusetts Foreign Corporations FAQ: https://www.sec.state.ma.us/divisions/corporations/filing-by-subject/corporations/corporations-domestic-foreign.htm
• Massachusetts Foreign Certificate of Registration: https://www.sec.state.ma.us/divisions/corporations/download/c156ds1503950c11348.pdf
• Massachusetts Annual Report form: https://www.sec.state.ma.us/divisions/corporations/download/180npcar.pdf
• Massachusetts Attorney General Charities Registration website: https://www.mass.gov/orgs/the-attorney-generals-non-profit-organizationspublic-charities-division
• Massachusetts Sales Tax Exemption FAQ: https://www.mass.gov/guides/sales-and-use-tax

For Connecticut:

• Connecticut Secretary of State Business website: https://business.ct.gov/
• Connecticut Personalized Checklist Generator: https://service.ct.gov/business/s/start-new-business-checklist?language=en_US
• Connecticut Business Services FAQ: https://portal.ct.gov/SOTS/Business-Services/BSD
• Connecticut Domestic Corporation Forms: https://business.ct.gov/Manage/All-business-filings/Corporate-Filings?language=en_US
• Connecticut Nonstock Certificate of Incorporation: https://business.ct.gov/forms-and-fees?language=en_US
• Connecticut Nonstock Organization and First Report: https://business.ct.gov/-/media/BusinessOneStop/BRS-Forms/Corporation-Forms/Organization-and-1st-Report-Stock-or-Nonstock-r5b-FILLABLE-Corrected-042020-1.pdf
• Connecticut Foreign Corporation Forms: https://business.ct.gov/Manage/All-business-filings/Foreign-Stock-and-Nonstock-Corporations?language=en_US
• Connecticut Foreign Application for Certificate of Authority: https://business.ct.gov/-/media/BusinessOneStop/BRS-Forms/Corporation-Forms/App-for-Cert-of-Authority-2020.pdf
• Connecticut current entity database: https://service.ct.gov/business/s/onlinebusinesssearch?language=en_US
• Connecticut Forms and Fees FAQ: https://business.ct.gov/forms-and-fees?language=en_US
• Connecticut Department of Consumer Protection Guide to Charities: https://portal.ct.gov/-/media/DCP/-charities/CHARITIES_GUIDE_2018
• Connecticut Department of Consumer Protection Starting a Nonprofit FAQ: CT Department of Consumer Protection Starting a Nonprofit FAQ: https://portal.ct.gov/DCP/License-Services-Division/License-Division/Non-Profit-Organization
• Connecticut Department of Consumer Protection Charitable Registration: https://portal.ct.gov/DCP/Charities/Public-Charities
• Connecticut Department of Revenue Services Tax Exemptions FAQ: https://portal.ct.gov/DRS/Sales-Tax/Tax-Exemption-Programs-for-Nonprofit-Organizations

If you have suggestions for topics you would like us to discuss, please email us at [email protected].

Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and today, we are again lucky to have Farella real estate partner Quinn Arntsen with us to talk about leasing issues for nonprofit tenants.

In the previous episode, we discussed the major components of a term sheet. Today, we'll dive deeper into the lease agreement, including those boilerplate provisions and why they matter to the nonprofit tenant.

Resources:

Quinn Arntsen bio

EO Radio Show EP #53: Real Estate Leasing Tips for Nonprofits

EO Radio Show EP #32: Nonprofit Basics: Insider Transactions and Nonprofits – What's the Big Deal?

EO Radio Show EP #33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation

EO Radio Show EP #34: Nonprofit Basics: Best Practices for Approving Insider Compensation Decisions

Webinar: What Nonprofits Need to Know About Landlord-Tenants Relationships and Insurance

Nonprofit Education Series YouTube playlist

Real Estate Industry Education series webinars

If you have suggestions for topics you would like us to discuss, please email us at [email protected].

Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and today, we are lucky to have Farella partner Quinn Arntsen with us to talk about leasing issues for nonprofit tenants. Leasing real property is a big commitment. And it can be daunting for nonprofit executives who haven't been through the process a few times, especially for a long-term lease commitment. Quinn will walk us through the basic issues and the major components of a term sheet that need to be considered by the nonprofit tenant.

Resources:

Quinn Arntsen bio

Nonprofit Education Series YouTube playlist

Webinar: What Nonprofits Need to Know About Landlord-Tenants Relationships and Insurance

Real Estate Industry Education series webinars

EO Radio Show EP #32: Nonprofit Basics: Insider Transactions and Nonprofits – What's the Big Deal?

EO Radio Show EP #33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation

EO Radio Show EP #34: Nonprofit Basics: Best Practices for Approving Insider Compensation Decisions

If you have suggestions for topics you would like us to discuss, please email us at [email protected].

Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is the fifth in a series of quick tip episodes focusing on the details of state registration of nonprofit corporations. With the help of Joe Hilliard, today, we jump across the country to look at the basic state filing requirements for nonprofit corporations operating in New York and New Jersey.

In episode 38, we talked about filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Episode 40 focused on Nevada and Arizona, episode 43 looked at Washington State and Oregon, and episode 47 addressed Alaska and Hawaii. We'll work our way through the rest of the states in future episodes.

Resources:

EO Radio Show Nonprofit State Filing playlist

For New York:

New York Department of State Corporations page: https://dos.ny.gov/form-corporation-or-business

New York Corporations FAQ: https://dos.ny.gov/faqs-corporations-business-entities

New York State Business Start-Up FAQ: https://www.ny.gov/services/start-business-new-york-state

New York current entity database: https://apps.dos.ny.gov/publicInquiry/

New York Nonprofit Domestic Corporations FAQ: https://dos.ny.gov/certificate-incorporation-domestic-not-profit-corporations-0

New York Domestic Nonprofit Articles of Incorporation form: https://dos.ny.gov/system/files/documents/2023/01/1511-f.pdf

New York Nonprofit Foreign Corporations FAQ: https://dos.ny.gov/application-authority-foreign-not-profit-corporations

New York Foreign Application for Authority: https://dos.ny.gov/system/files/documents/2018/12/1555-f.pdf

New York Expedited Handling FAQ: https://dos.ny.gov/expedited-handling-services-division-corporations

New York Financial Report for Certain Not-for-Profit Organizations FAQ: https://dos.ny.gov/financial-reports-be-filed-certain-not-profit-organizations

New York Department of Taxation and Finance Sales Tax Exempt FAQ: https://www.tax.ny.gov/bus/st/exempt.htm

New York Department of Taxation and Finance Tax Exempt forms: https://www.tax.ny.gov/forms/orpts/exemption.htm

New York State Attorney General Charities Registration website: https://ag.ny.gov/resources/organizations/charities-nonprofits-fundraisers/charities-registration

For New Jersey:

New Jersey Department of Treasury Division of Revenue and Enterprise Services page: https://www.state.nj.us/treasury/revenue/

New Jersey Government Nonprofit FAQ: https://www.state.nj.us/treasury/taxation/rsb100.shtml

New Jersey Business Formation online page: https://www.njportal.com/DOR/BusinessFormation/Home/Welcome

New Jersey Government Business Start-Up FAQ: https://business.nj.gov/topics#start

New Jersey Business Formation online application page: https://www.state.nj.us/treasury/revenue/gettingregistered.shtml

New Jersey NJ-REG online application page: https://www.njportal.com/DOR/BusinessRegistration/

New Jersey current entity database: https://www.njportal.com/DOR/BusinessNameSearch/Search/Availability

New Jersey Forms Packet: https://www.state.nj.us/treasury/revenue/pdf/2000.pdf

New Jersey Annual Report filing time: https://business.nj.gov/pages/filings-and-accounting?locale=en

New Jersey Annual Report FAQ: https://www.njportal.com/DOR/AnnualReports/Home/FAQ#

New Jersey Charitable Registration: https://www.njconsumeraffairs.gov/charities/Pages/default.aspx

New Jersey Sales and Use Tax Exemption Registration: https://www.state.nj.us/treasury/taxation/index.shtml

New Jersey Division of Consumer Affairs Raffles and 50/50 Registration: https://www.njconsumeraffairs.gov/lgccc/pages/default.aspx

If you have suggestions for topics you would like us to discuss, please email us at [email protected].

Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and in today's episode, I'll touch on the steps necessary to withdraw the registration from the California Registry of Charitable Trusts of a nonprofit that is a foreign corporation.

In episode 49, I covered the dissolution of a domestic California nonprofit corporation and the procedures necessary to accomplish the withdrawal of that type of entity. Part of that process includes notification to the California Attorney General's office of the circumstances of the dissolution and a request for the Attorney General to permit the dissolution of the California nonprofit.

When a foreign nonprofit dissolves, or if it simply wishes to withdraw from California, the foreign nonprofit also has to reach out to the California Registry of Charitable Trusts and follows certain similar procedures to withdraw effectively.

Resources:

California Attorney General's website on dissolution and withdrawal: https://oag.ca.gov/charities/dissolution

California Exempt Organization Annual Information Return Booklet: https://www.ftb.ca.gov/forms/2022/2022-199-booklet.html

California form 199: https://www.ftb.ca.gov/forms/2022/2022-199.pdf

Site for checking Registry of Charitable Trusts status: https://oag.ca.gov/charities/content/info

Site for checking Secretary of State status: CA SOS: https://bizfileonline.sos.ca.gov/search/business

Site for checking tax-exempt status in California: CA FTB: https://webapp.ftb.ca.gov/eLetter/

EO Radio Show Ep #49: Nonprofit Basics: Winding up a California Charity

If you have suggestions for topics you would like us to discuss, please email us at [email protected].

Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show – Your Nonprofit Legal Resource.I'm Cynthia Rowland, and today I'm going to discuss some breaking news in the California nonprofit legal environment, the California Supreme Court case, Turner vs Victoria. The decision was issued on August 3, 2023, and is an important California case on the rights of a nonprofit public benefit corporation director to bring a lawsuit against fellow directors for breaches of several California Corporations Code sections. Those include 5142, 5233, and 5223 of the California Corporations Code, which cover actions to remedy breach of charitable trust, recover damages for self-dealing transactions, or remove from office any other director guilty of a malfeasance. So listen in as we talk about the California Supreme Court's decision in this very important case.

Resources:

Turner v. Victoria: www.courts.ca.gov/opinions/documents/S271054.PDF

Corporations Code 5142

Corporations Code 5223

Corporations Code 5233

Corporations Code 5710

YouTube EO Radio Show Nonprofit Governance playlist

EO Radio Show EP #3: Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation

EO Radio Show EP #4: Internal Investigations for Nonprofits: A Means of Identifying and Addressing Misconduct Before the Regulators Come Calling

If you have suggestions for topics you would like us to discuss, please email us at [email protected].

Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 49 of EO Radio Show summarizes the steps to wind up a charity that is a nonprofit corporation registered and operating in California. There are federal and state income tax considerations to address and organizational formalities, which are slightly different depending on whether the charity is organized as a nonprofit, public benefit corporation, or charitable trust. Our focus today is on the California nonprofit public benefit corporation that is registered with the California Attorney General's Registry of Charitable Trusts. We're going to talk about the path it needs to take as it winds up and dissolves.

Resources:

General Guide for Dissolving a California Nonprofit Corporation

Termination of the organization also needs to be provided to the IRS. See https://www.irs.gov/charities-non-profits/termination-of-an-exempt-organization

EO Radio Show EP #1: Nonprofit Basics: Overview of Nonprofit Charitable Organization Types: Corporation, LLC, Trust, Association and Fiscal Sponsorship

EO Radio Show EP #2: Nonprofit Basics: Designators, Members, Directors, Officers: The Who's Who of Nonprofit Governance

YouTube EO Radio Show Nonprofit Governance playlist

YouTube EO Radio Show Nonprofit Basics playlist

If you have suggestions for topics you would like us to discuss, please email us at [email protected].

Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and I'm happy to have my colleague Nate Garhart back for a chat about artificial intelligence and what nonprofits need to know when using or being used by AI tools.

We seem to be in the midst of an explosion of conversation about AI: What it can do, who is using it, how it is being used, how beneficial it can be, and how harmful. We'll talk about these evolving legal issues with Nate. This area of the law is just beginning, and most of the law has yet to be considered, so we don't have a lot of answers. With that in mind, here are some considerations that clearly will be part of the legal discourse among nonprofits and their advisors regarding artificial intelligence.

Resources:

EO Radio Show #20: Copyright Issues for Nonprofits

EO Radio Show #26: Nonprofit Websites and Terms of Use - Best Practices and Common Pitfalls

EO Radio Show #27: Privacy Policy Best Practices for Nonprofits

If you have suggestions for topics you would like us to discuss, please email us at [email protected].

Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is the fourth in a series of quick tip episodes focusing on the details of state registration of nonprofit corporations. Today, with the help of Joe Hilliard, we will discuss the basic state filing requirements for nonprofit corporations operating in Alaska and Hawaii.

In episode 38, we talked about filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Episode 40 focused on the state filings in Nevada and Arizona, and in episode 43, we looked at Washington State and Oregon. We'll work through the rest of the states in future episodes.

Resources:

YouTube playlist

For AK:

Alaska Department of Commerce, Community, and Economic Development website for Division of Corporations, Business and Professional Licensing – Corporations page: www.commerce.alaska.gov/web/cbpl/Corporations.aspx

Alaska Division of Corporations Nonprofit and Religious Corporations FAQ: www.commerce.alaska.gov/web/cbpl/corporations/nonprofitandreligiousfaqs.aspx

Alaska's current entity database: www.commerce.alaska.gov/cbp/main/search/entities

Alaska Forms and Fees: www.commerce.alaska.gov/web/cbpl/Corporations/CorpFormsFees/FormsbyEntity.aspx

Alaska Domestic Nonprofit Articles of Incorporation form: www.commerce.alaska.gov/web/Portals/5/pub/08-438.pdf

Alaska Foreign Certificate of Authority: www.commerce.alaska.gov/web/Portals/5/pub/08-452.pdf

Alaska Post-Formation Entity Responsibility FAQ: www.commerce.alaska.gov/web/Portals/5/pub/Entity_Responsibility.pdf

Alaska Department of Commerce, Community, and Economic Development website for Division of Corporations, Business and Professional Licensing – Business Licensing page: www.commerce.alaska.gov/web/cbpl/BusinessLicensing.aspx

Alaska Business Licensing Structure FAQ: www.commerce.alaska.gov/web/cbpl/BusinessLicensing/BusinessStructureFAQs.aspx

Alaska Department of Law: law.alaska.gov/department/civil/consumer/cp_charities.html

Alaska Department of Revenue, Tax Division website for Charitable Gaming: www.tax.alaska.gov/programs/programs/index.aspx?54160

For HI:

Hawaii Department of Commerce and Consumer Affairs Business Registration: cca.hawaii.gov/breg/

Hawaii Secretary of State Domestic Nonprofits FAQ: cca.hawaii.gov/breg/registration/dnc/

Hawaii Secretary of State Foreign Nonprofits FAQ: cca.hawaii.gov/breg/registration/fnpc/

Hawaii's current entity database: hbe.ehawaii.gov/documents/search.html

Hawaii Forms and Fees: cca.hawaii.gov/breg/registration/

Hawaii Nonprofit Domestic Articles of Incorporation: files.hawaii.gov/dcca/breg/registration/forms/dnp-1-pdf.pdf

Hawaii Nonprofit Foreign Application for Certificate of Authority: files.hawaii.gov/dcca/breg/registration/forms/fc-1-pdf.pdf

Hawaii Filing Tips FAQ: cca.hawaii.gov/breg/filing_tips/

Hawaii Fee Schedule: cca.hawaii.gov/breg/files/2021/04/Form-Fee-Schedule-12-2022.pdf

Hawaii processing time: cca.hawaii.gov/breg/geniforegister/#:~:text=Normal%20filings%20can%20be%20accomplished,done%20in%20just%201%20day

Hawaii Annual Report Fees: hbe.ehawaii.gov/BizEx/manage-help.eb?type=1

Hawaii Charitable Registration: ag.hawaii.gov/tax//

NAICS:

US Census website: www.census.gov/naics/

NAICS FAQ: www.census.gov/naics/

If you have suggestions for topics you would like us to discuss, please email us at [email protected].

Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show – Your Nonprofit Legal Resource. Many nonprofit organizations are required to have their financial statements audited by an independent certified public accountant. For example, a nonprofit charity that is required to be registered with the California Registry of Charitable Trusts and which has gross revenues of $2 million or more in a fiscal year must obtain an independent audit. They also must certify to the California Attorney General each year the amount of revenue received and that they have obtained an independent audit. Many other states have similar requirements.

Today I'm delighted to be joined by Certified Public Accountant Douglas Cook, who will address frequently asked questions for charities facing their first audit and some unique situations that often surprise his clients.

Resources:

Douglas Cook LinkedIn Profile: www.linkedin.com/in/douglascook

Council of Nonprofits: www.councilofnonprofits.org/running-nonprofit/nonprofit-audit-guidec/state-law-nonprofit-audit-requirements

Blue Avocado Accounting Manual Template: blueavocado.org/finance/accounting-procedures-manual-template/

If you have suggestions for topics you would like us to discuss, please email us at [email protected].

Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.