EO Radio Show

Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 107 is the first in a series of technical episodes describing the basic principles of the tax on unrelated business income generated by organizations described in Internal Revenue Code Section 501(c)(3). Most listeners are probably aware that 501(c)(3) organizations are generally exempt from income tax, but this does not mean that all income generated by the organization is free of income tax. For most organizations, unrelated business income is defined as income from a trade or business, regularly carried on, that is not substantially related to the charitable, educational, or other exempt purpose that is the basis of the organization's tax exemption. In this episode, I'll talk about these defined terms. In the next episode, we'll explore the modifications to unrelated business taxable income that provide exceptions to income items that would otherwise fall into this definition of taxable income, but these are categorically excluded because they constitute generally passive income. In the third episode of this series, I'll cover the exception to the exceptions for income that is debt-financed and thus generally is taxable income.

Show Notes:

IRS Publication 598

IRS form 990-T

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 EO Radio Show episode 106. As we finish off 2025, we're presenting our 17th in the series of "Quick Tip" episodes focusing on the details of state registration of nonprofit corporations. With the help of Joe Hilliard today, we will look at basic state filing requirements for nonprofit corporations operating in Illinois and Indiana.

In a previous episode, 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. Other episodes have focused on the state filings in Nevada and Arizona, Washington State and Oregon, Alaska and Hawaii, New York and New Jersey, Massachusetts and Connecticut, Maine and Vermont, Rhode Island and New Hampshire, Florida and Louisiana, North Carolina and South Carolina, Kentucky and Tennessee, Oklahoma and Texas, New Mexico and Utah, Colorado and Wyoming, Washington, D.C., and most recently Michigan and Ohio.

You can find all the prior episodes on our website or the Farella YouTube channel, where there is a playlist just for state filing requirements. We'll work our way through the rest of the states in future episodes.

Show Notes:

Farella YouTube podcast channel

Resources for Illinois:

• Illinois Secretary of State Business Services Home Page: https://www.ilsos.gov/departments/business_services/home.html
• Illinois Current Entity Search: https://www.ilsos.gov/departments/business_services/business_searches.html
• Illinois Not for Profit Forms page: https://www.ilsos.gov/publications/business_services/nfp.html
• Illinois Not for Profit Guide (pdf): https://www.ilsos.gov/publications/pdf_publications/c165.pdf
• Illinois Domestic Not for Profit Articles Filing FAQ: https://www.ilsos.gov/departments/business_services/incorporation/nfp_instructions.html
• Illinois List of Not for Profit Purposes: https://ilga.gov/legislation/ilcs/ilcs4.asp?DocName=080501050HArt%2E+3&ActID=2280&ChapterID=65&SeqStart=2700000&SeqEnd=3500000
• Illinois Articles of Incorporation General Not for Profit Corporation Act: https://www.ilsos.gov/publications/pdf_publications/nfp10210.pdf
• Illinois Foreign Corporation Application for Authority: https://www.ilsos.gov/publications/pdf_publications/nfp11315.pdf
• Illinois Not for Profit Annual Report Filing FAQ: https://www.ilsos.gov/departments/business_services/annual_reports/nfp_instructions.html
• Illinois Not for Profit Annual Report form: https://www.ilsos.gov/publications/pdf_publications/nfp11405.pdf
• Illinois Office of Attorney General Charitable Organizations website: https://illinoisattorneygeneral.gov/Consumer-Protection/Charities/Building-Better-Charities/Charity-Registration/
• Illinois Department of Revenue Tax FAQ: https://tax.illinois.gov/research/taxinformation.html
• Illinois Department of Revenue Charitable Gaming Tax FAQ: https://tax.illinois.gov/research/taxinformation/charitygaming.html

Resources for Indiana:

• Indiana Secretary of State Business Home Page: https://www.in.gov/sos/business/
• Indiana Secretary of State INBiz Home Page: https://inbiz.in.gov/BOS/Home/Index
• Indiana Secretary of State current entity database: https://inbiz.in.gov/BOS/PublicSearch/Search
• Indiana Secretary of State Forms Page: https://www.in.gov/sos/business/division-forms/business-forms/#Non_Profit_Corporations__Domestic_
• Indiana Attorney General Non-Profit & Charitable Giving Home Page: https://www.in.gov/attorneygeneral/consumer-protection-division/charities-and-donors/
• Indiana Department of Revenue Nonprofit Tax Forms and FAQ: https://www.in.gov/dor/tax-forms/nonprofit/
• Indiana Department of Revenue Nonprofit Sales Tax Exemption bulletin: https://www.in.gov/dor/files/ib17.pdf

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. As 2024 draws to a close, it seemed to me that this is a good time to share my year-end thoughts on essential annual governance responsibilities for nonprofits and also to check in on other housekeeping that busy nonprofits sometimes overlook, and that could be a good start for nonprofit leaders to put on their list of things to do in the coming year.

This episode refreshes the advice in episode 25 from December 2022. Other than updating the years by adding two at each reference, the advice still stands. I hope you find it helpful food for thought as you consider where your organization is on all these compliance matters and what might need to be attended to as this year comes to a close. Or, if you run out of time, these can be the basis for your 2025 New Year's resolutions for your charity.

Show Notes:

IRS Links:

About Form 990

FAQs re Forms W-2 and 1099 NEC

California Forms and Links:

Franchise Tax Board Form 199

Annual Registration Renewal, RRF-1

Secretary of State, Statement of Information

EO Radio Show #11 - Nonprofit Basics: Amending Nonprofit Corporation Bylaws

EO Radio Show #12 - Hot Topics: Risk Management for Cybersecurity

EO Radio Show #13 - Nonprofit Basics: Document Retention Policies and Subpoenas, and a Conversation With Aviva Gilbert on Why Good Policies Matter

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 our 16th in the series of "Nonprofit Quick Tip" episodes, focusing on state registration of nonprofit corporations. With the help of Joe Hilliard, we will look at basic state filing requirements for nonprofit corporations operating in Michigan and Ohio.

In previous episodes, 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. Other episodes have focused on the state filings in Nevada, Arizona, Washington State, Oregon, Alaska, Hawaii, New York, New Jersey, Massachusetts, Connecticut, Maine, Vermont, Rhode Island, New Hampshire, Florida, Louisiana, North Carolina, South Carolina, Kentucky, Tennessee, Oklahoma, Texas, New Mexico, Utah, Colorado, Wyoming, and most recently Washington D.C.

You can find all the prior episodes on our website or the Farella YouTube channel, where there is a playlist just for state filing requirements. In future episodes, we'll work our way through the rest of the states.

Show Notes:

Farella YouTube podcast channel

Michigan Resources:

Michigan Licensing and Regulatory Affairs, Corporations Division Home Page: https://www.michigan.gov/lara/bureau-list/cscl/corps

Michigan Current Entity Search: https://cofs.lara.state.mi.us/SearchApi/Search/Search

Michigan Corporation FAQ and Forms Page: https://www.michigan.gov/lara/bureau-list/cscl/corps/forms/corporation-forms

Michigan Domestic Nonprofits FAQ: https://www.michigan.gov/lara/bureau-list/cscl/corps/corporations/types/domestic-nonprofit-corporation

Michigan Domestic Nonprofit Articles Filing FAQ Sheet: https://www.michigan.gov/lara/-/media/Project/Websites/lara/cscl/NonImages_new/Corps/CSCL-CD_269_Rev0322.pdf?rev=6468657d6993479b84c7de118e59ef64&hash=59AD101DD3858511A73876BF7249B0E4

Michigan Domestic Nonprofit Articles of Incorporation Online Form: https://www.michigan.gov/lara/-/media/Project/Websites/lara/cscl/Folder4/502_08-15.pdf?rev=fabfdceee4bf4120af8fffb3e54fe5a5&hash=D2906A523D7F38625789A67F401FE3CE

Michigan Foreign Corporation Filing FAQ: https://www.michigan.gov/lara/-/media/Project/Websites/lara/cscl/NonImages_new/Corps/CSCL_CD_268_Rev032022.pdf?rev=0b6526d639984aa487cf3e18c978d042&hash=27AC22BFE0E4B5F3437149921D65C0FA

Michigan Annual Report Filing FAQ: https://www.michigan.gov/lara/bureau-list/cscl/corps/michigan-business-roadmap/annual-reports-and-annual-statements

Michigan Consumer Protection Charities Website: https://www.michigan.gov/consumerprotection/charities

Michigan Charitable Organizations Website: https://www.michigan.gov/consumerprotection/charities/charitable-organizations

Michigan Department of Treasury Tax Exemptions FAQ: https://www.michigan.gov/taxes/business-taxes/sales-use-tax/information/exemptions-faq

Ohio Resources:

Ohio Secretary of State Business Services Home Page: https://www.ohiosos.gov/businesses/

Ohio Secretary of State Current Entity Database: https://businesssearch.ohiosos.gov/

Ohio Secretary of State Business FAQ: https://www.ohiosos.gov/businesses/information-on-starting-and-maintaining-a-business/frequently-asked-questions/

Ohio Secretary of State Forms and Fees Page: https://www.ohiosos.gov/businesses/filing-forms--fee-schedule/

Ohio Secretary of State Domestic Nonprofit Articles Form: https://www.ohiosos.gov/globalassets/business/forms/532b_web.pdf

Ohio Secretary of State Foreign Nonprofit Corporation Application for License: https://www.ohiosos.gov/globalassets/business/forms/530b.pdf

Ohio Secretary of State Statement of Continued Existence: https://www.ohiosos.gov/globalassets/business/forms/522.pdf

Ohio Attorney General Charity Registration Home Page: https://charitable.ohioago.gov/Charity-Registration

Ohio Department of Taxation Exemption FAQ: https://tax.ohio.gov/business/ohio-business-taxes/sales-and-use/information-releases/st200502

Ohio Bill 301 updating Dissolutions and Director Responsibilities: https://search-prod.lis.state.oh.us/solarapi/v1/general_assembly_135/bills/hb301/EN/05/hb301_05_EN?format=pdf

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's episode is the third in a series of several critical compliance topics relevant to international grantmaking by U.S. public charities and private foundations. These three rules are anti-terrorism rules, income tax withholding rules, and some special rules for private foundations.

All U.S. charitable organizations that make grants to organizations or individuals not resident in the United States need to be aware of a couple of general requirements, and private foundations have an extra set of concerns to ensure that the expenditure by the private foundation outside the United States is not penalized as a taxable expenditure and does count toward the foundation's minimum distribution requirement.

This third installment focuses on the special private foundation rules regarding expenditure responsibility and equivalency determination. I also touch on the penalties when there is a footfall or a problem with the international grant.

In the first episode of this series, I focused on the Patriot Act rules that apply to all grants, international and domestic. In the second episode, I provided a brief overview of the income tax withholding rules that apply to payments for services and that come into play when making a grant to an international organization that provides some services in the United States.

Show Notes:

Farella YouTube podcast channel

EO Radio Show #99: Nonprofit Basics: International Grantmaking - Part 1 Overview and Antiterrorism Rules

EO Radio Show #101: Nonprofit Basics: International Grantmaking – Part 2 Income Tax Withholding Rules

EO Radio Show #58: Nonprofit Basics: What Nonprofits Need To Know About Expenditure Responsibility Grant Requirements

EO Radio Show #91: REFRESH Nonprofit Basics: Navigating the Complex Rules That Describe a Public Charity

IRS Guidance on Private Foundation Grants to Foreign Organizations

• IRC Section 4945(h) - Expenditure Responsibility Issue Snapshot
• Grants by Private Foundations: Expenditure Responsibility
• Audit Technique Guides

Revenue Procedure 2017-53

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. Today's episode is the second in a three-part series addressing several critical compliance topics relevant to international grantmaking by U.S. public charities and private foundations. These are the anti-terrorism rules, the income tax withholding rules, and special rules for private foundations.

In episode 99 of the show, I launched this series with an episode focused on introducing the Patriot Act rules that apply to all grants, international and domestic, but there are particular interests when we're talking about international grantmaking.

In this episode, I'll provide a brief overview of the income tax withholding rules that apply to payments for services and that come into play when making a grant to an international organization that provides some services in the United States.

The third installment of this series will focus specifically on the special private foundation rules, which are expenditure responsibility, equivalency determination, and other techniques used by private foundations that make grants to international organizations.

Show Notes:

Farella YouTube podcast channel

IRS "About Form 1042"

About Publication 515, Withholding of Tax on Nonresident Aliens and Foreign 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 Dave Bruns, director of client services at Farella Braun + Martel, and this is the podcast's 100th episode. To mark this milestone, I'm taking over as today's host. My guest is Cynthia Rowland, Farella partner and the founder and host of EO Radio Show. Today, we'll shine a light on Cynthia and talk about her path to becoming a prominent lawyer in the nonprofit sector and the common legal challenges her clients face.

Show Notes:

Farella YouTube podcast channel

Cynthia Rowland Bio

David Bruns Bio

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's episode introduces several critical compliance topics relevant to international grantmaking by U.S. public charities and private foundations. These are the antiterrorism rules, income tax withholding rules, and special rules for private foundations.

These "basics" episodes touch on the rules for U.S. charitable organizations that make grants to organizations or individuals not resident in the United States. Grantmakers need to be aware of a couple of general requirements, and private foundations also have an extra set of concerns to ensure that the expenditure outside the United States is not penalized as a taxable expenditure. The private foundation grantmakers also want to be sure that the expenditure does count towards its minimum distribution requirement. I'll start this series with an episode focused on introducing the Patriot Act rules that apply to all grants, international and domestic.

In the next episode of this series, I'll provide a brief overview of the income tax withholding rules that apply to payments for services that come into play when making a grant to an international organization that may provide some services in the United States.

The third installment of this series will focus specifically on the special private foundation rules, expenditure responsibility, equivalency determination, and other techniques used by private foundations that make grants to international organizations.

Show Notes:

Farella YouTube podcast channel

FINCEN Patriot Act Page

OFAC Search Tool

Anti-Terrorism Best Practices

Treasury's November 8, 2002 release of voluntary best practices guidelines for U.S.-based charities in avoiding terrorist financing. (For Treasury's Anti-Terrorist Financing Guidelines: Voluntary Best Practices for U.S.-based Charities, see Doc 2002-25472 (7 original pages) [PDF] or 2002 TNT 221-17)

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 episodes in which we discuss fraud at nonprofit organizations with the expert insight of Sly Atayee, a director at the national accounting firm BDO USA and a certified fraud examiner.

In episode 94, we started with case studies of fraud at nonprofit organizations. Then, in episode 95, we discussed three immediate steps an organization can take to mitigate fraud risks. In episode 96, Sly walked us through several big-picture fraud prevention techniques for exempt organizations. Today, we wrap up the series with an "ask a certified fraud examiner" session to answer listener questions sent to our [email protected] mailbox.

Show Notes:

Farella YouTube podcast channel

Sly Atayee, Director, BDO USA, Certified Fraud Examiner

ACFE - Overview of the fraud triangle: Fraud 101: What Is Fraud?

ACFE - Occupational Fraud 2024: A Report to the Nations

ACFE – Fraud Risk Management Tools

COSO Integrated Internal Control Framework Executive Summary

EO Radio Show #94: Fraud Risks at Nonprofit Organizations - Part 1

EO Radio Show #95: Steps Your Nonprofit Can Take to Mitigate Fraud Risks - Part 2

EO Radio Show #96: Fraud Prevention Techniques for Nonprofit Organizations - Part 3

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 97 is the 15th 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 look at the basic filing requirements for nonprofit corporations operating in Washington, D.C., which is not a state but does have incorporation and foreign registration rules for businesses operating there.

In previous episodes, 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. Other episodes have focused on the filings in Nevada and Arizona, Washington state and Oregon, Alaska and Hawaii, New York and New Jersey, Massachusetts and Connecticut, Maine and Vermont, Rhode Island and New Hampshire, Florida and Louisiana, North and South Carolina, Kentucky and Tennessee, Oklahoma and Texas, New Mexico and Utah, and last month, Colorado and Wyoming.

Show Notes:

Farella YouTube podcast channel

Resources for Washington, D.C.:

DC Department of Licensing and Consumer Protection Front Page: https://dlcp.dc.gov/

DC Corporate Registration Front Page: https://dlcp.dc.gov/node/1614386

DC Online Filings Portal: https://corponline.dcra.dc.gov/Home.aspx/Landing

DC Forms Database: https://dlcp.dc.gov/node/1622531

DC Business Registrations FAQ: https://dlcp.dc.gov/page/corporations-division-business-registration-faqs

DC Domestic Nonprofit FAQ: https://dlcp.dc.gov/node/1619136

DC Domestic Nonprofit Articles of Incorporation Form: https://dlcp.dc.gov/node/1622461

DC Foreign Registration Statement: https://dlcp.dc.gov/node/1622276

DC Fee Schedule, including expedited fees: https://dlcp.dc.gov/node/1621901

DC Nonprofit Fee Schedule: https://dlcp.dc.gov/node/1621926

DC Business Licensing Division Home Page: https://dlcp.dc.gov/service/business-licensing-division

DCLP Charitable Services Business Home Page: https://dlcp.dc.gov/node/1618416

DC Business Center Online Portal: https://mybusiness.dc.gov/login

DC Office of Tax and Revenue Exempt Organizations FAQ: https://otr.cfo.dc.gov/page/exempt-organizations-frequently-asked-questions-faqs

DC Office of Tax and Revenue Page: https://mytax.dc.gov/

DC Clean Hands FAQ: https://dlcp.dc.gov/node/1621021

DC Obtaining Clean Hands FAQ: https://otr.cfo.dc.gov/page/certificate-clean-hands

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.